Common use of Identification of Additional Defective Interests Clause in Contracts

Identification of Additional Defective Interests. (a) If, prior to the Closing, there has been non-compliance with the laws, rules, regulations, ordinances or orders of any governmental agency or authority having jurisdiction over the Interests, resulting in risk of loss of the Interests or a substantial part of the value thereof, then Buyer may elect to treat such of the Interests as are adversely affected by such non-compliance as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a). (b) If any preferential right to purchase is exercised, Buyer may elect to either (i) treat that portion of the Interests affected by the exercise of such preferential right as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. If any preferential right to purchase is discovered after Closing, or if a third party holder of such a right alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party preferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Seller shall return to Buyer that portion of the Purchase Price allocated to the portion of the Interests on which such rights are exercised and lost by Buyer to such third party. (c) If any necessary third party consent to assignment is not obtained prior to the Closing, Buyer may elect to either (i) treat that portion of the Interests subject to such consent requirement as Defective Interests by giving Seller notice thereof in accordance with 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. (d) If, prior to the Closing, Buyer becomes aware of any suit, action or other proceeding before any court or government agency (other than matters reflected on Schedule 3.01E that would reasonably result in loss or impairment of Seller’s title to any portion of the Interests or a substantial portion of the value thereof, Buyer may elect to treat that portion of the Interests affected thereby as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a). (e) If any inaccuracy in Exhibit “B” results in a substantial loss of value of a portion of the Interests, Buyer may elect to treat that portion of the Interests subject to such reduction in value as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a). (f) None of the foregoing matters described in this Article 5.04(a) through (e) inclusive shall be considered Defective Interests unless a particular matter exceeds an individual value of $25,000.00 or, in the case of a material adverse environmental condition, the amount shown in Article 6.02(b).

Identification of Additional Defective Interests. (a) If, prior to the Closing, there has been non-compliance with the laws, rules, regulations, ordinances or orders of any governmental agency or authority having jurisdiction over the affected Interests, resulting in risk of loss of the affected Interests or a substantial part of the value thereof, then Buyer may elect to treat such of the affected Interests as are adversely affected by such non-compliance noncompliance as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a7.03(a).; (b) If If, prior to the Closing, any preferential right to purchase any of the Interests is exercised, Buyer may elect to either (i) treat that portion of the Interests affected by the exercise of such preferential right as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a7.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. If any preferential right to purchase is discovered after Closing, or if a third party holder of such a right alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party preferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Seller shall return to Buyer that portion of the Purchase Price allocated to the portion of the Interests on which such rights are exercised and lost by Buyer to such third party.; (c) If any necessary third party consent to assignment of any of the Interests is not obtained prior to the Closing, Buyer may elect to either (i) treat that portion of the Interests subject to such consent requirement as Defective Interests by giving Seller notice thereof in accordance with 5.03(aSection 7.03(a). For purposes hereof "NECESSARY THIRD-PARTY CONSENTS" shall not include: (1) consents customarily obtained subsequent to such assignment including without limitation any consent of the State or the Bureau of Indian Affairs or other Federal agencies or governmental offices; (2) consents contractually permitted to be obtained subsequent to such assignment; or (3) consents that, if not obtained, will not affect the transferability, without penalty, of, the operation of, or (ii) eliminate the interest or part thereof so affected from receipt of income from, the Interests and the Purchase Price shall be reduced by the portion subject thereto, or result in termination of the Purchase Price allocated to such interest interests subject thereto or part a material decrease in the value thereof. (d) If, prior to the Closing, Buyer becomes aware of any suit, action or other proceeding before any court or government governmental agency (other than matters reflected on Schedule 3.01E that would reasonably result in loss or impairment of Seller’s 's title to any portion of the Interests or a substantial portion of the value thereof, Buyer may elect to treat that the portion of the Interests affected thereby as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a7.03(a).; and (e) If any inaccuracy in Exhibit “B” A results in a substantial loss of value of a portion of the Interests, Buyer may elect to treat that portion of the Interests Interest subject to such reduction in value as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a7.03(a). (f) None of the foregoing matters described in this Article 5.04(a) through (e) inclusive shall be considered Defective Interests unless a particular matter exceeds an individual value of $25,000.00 or, in the case of a material adverse environmental condition, the amount shown in Article 6.02(b).

Identification of Additional Defective Interests. (a) If any preferential purchase right is exercised prior to or after the Closing, Purchaser may elect to treat that portion of the Assets affected by such preferential right as a Defective Interest. If Seller receives notice of such exercise prior to Closing, Seller shall give Purchaser notice thereof in accordance with Section 3.4(a) prior to the Closing, in which event the property affected by such preferential purchase right shall be treated as a Defective Interest. If Seller or Purchaser receives notice of such exercise after the Closing, the party receiving such notice shall promptly give notice to the other party, and Purchaser shall convey the affected property interest to the holder of the preferential purchase right upon receipt of the Allocated Value attributable thereto from such party. (b) If, prior to the ClosingClosing Date, there has been non-compliance with the laws, rules, regulations, ordinances Purchaser or orders of any governmental agency or authority having jurisdiction over the Interests, resulting in risk of loss of the Interests or a substantial part of the value thereof, then Buyer may elect to treat such of the Interests as are adversely affected by such non-compliance as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a). (b) If any preferential right to purchase is exercised, Buyer may elect to either (i) treat that portion of the Interests affected by the exercise of such preferential right as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. If any preferential right to purchase is discovered after Closing, or if a third party holder of such a right alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party preferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Seller shall return to Buyer that portion of the Purchase Price allocated to the portion of the Interests on which such rights are exercised and lost by Buyer to such third party. (c) If any necessary third party consent to assignment is not obtained prior to the Closing, Buyer may elect to either (i) treat that portion of the Interests subject to such consent requirement as Defective Interests by giving Seller notice thereof in accordance with 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. (d) If, prior to the Closing, Buyer becomes become aware of any suit, action or other proceeding before any court or government agency (other than matters reflected on those listed in Schedule 3.01E C that would reasonably result in loss or impairment of Seller’s title to any portion of the Interests Assets, or a substantial portion of the value thereof, Buyer Purchaser may elect to treat that portion of the Interests Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a)3.4(a) no later than the Closing Date, in which event the procedures specified in Section 3.4 shall apply to the property affected by such proceeding. (ec) If with respect to any inaccuracy in Exhibit “B” results in a substantial loss of value of a portion preferential purchase rights and required third-party consents to assignment and similar agreements, one or more of the Interestsconditions set forth in Section 3.3(c)(2) has not been met prior to the Closing, Buyer Purchaser may elect to treat that portion of the Interests subject to such reduction in value Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a). (f3.4(a) None of no later than the foregoing matters described in this Article 5.04(a) through (e) inclusive shall be considered Defective Interests unless a particular matter exceeds an individual value of $25,000.00 orClosing Date, in which event the case of a material adverse environmental condition, procedures specified in Section 3.4 shall apply to the amount shown in Article 6.02(b)property affected by such third-party right.

Identification of Additional Defective Interests. (a) If any preferential purchase right is exercised prior to or after the Closing, Purchaser may elect to treat that portion of the Assets affected by such preferential right as a Defective Interest. If Seller receives notice of such exercise prior to Closing, Seller shall give Purchaser notice thereof in accordance with Section 3.4(a) prior to the Closing, in which event the property affected by such preferential purchase right shall be treated as a Defective Interest. If Seller or Purchaser receive notice of such exercise after the Closing, the party receiving such notice shall promptly give notice to the other party, and Purchaser shall convey the affected property interest to the holder of the preferential purchase right upon receipt of the Allocated Value attributable thereto from such party. (b) If, prior to the ClosingClosing Date, there has been non-compliance with the laws, rules, regulations, ordinances Purchaser or orders of any governmental agency or authority having jurisdiction over the Interests, resulting in risk of loss of the Interests or a substantial part of the value thereof, then Buyer may elect to treat such of the Interests as are adversely affected by such non-compliance as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a). (b) If any preferential right to purchase is exercised, Buyer may elect to either (i) treat that portion of the Interests affected by the exercise of such preferential right as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. If any preferential right to purchase is discovered after Closing, or if a third party holder of such a right alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party preferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Seller shall return to Buyer that portion of the Purchase Price allocated to the portion of the Interests on which such rights are exercised and lost by Buyer to such third party. (c) If any necessary third party consent to assignment is not obtained prior to the Closing, Buyer may elect to either (i) treat that portion of the Interests subject to such consent requirement as Defective Interests by giving Seller notice thereof in accordance with 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. (d) If, prior to the Closing, Buyer becomes become aware of any suit, action or other proceeding before any court or government agency (agency, other than matters reflected on those listed in Schedule 3.01E C, that would reasonably result in loss or impairment of Seller’s title to any portion of the Interests Assets, or a substantial portion of the value thereof, Buyer Purchaser may elect to treat that portion of the Interests Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a)3.4(a) no later than the Closing Date, in which event the procedures specified in Section 3.4 shall apply to the property affected by such proceeding. (ec) If with respect to any inaccuracy in Exhibit “B” results in a substantial loss of value of a portion preferential purchase rights and required third-party consents to assignment and similar agreements, one or more of the Interestsconditions set forth in Section 3.3(c)(2) has not been met prior to the Closing, Buyer Purchaser may elect to treat that portion of the Interests subject to such reduction in value Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a). (f3.4(a) None of no later than the foregoing matters described in this Article 5.04(a) through (e) inclusive shall be considered Defective Interests unless a particular matter exceeds an individual value of $25,000.00 orClosing Date, in which event the case of a material adverse environmental condition, procedures specified in Section 3.4 shall apply to the amount shown in Article 6.02(b)property affected by such third-party right.

Identification of Additional Defective Interests. (a) If any preferential purchase right is exercised prior to or after the Closing, Purchaser may elect to treat that portion of the Assets affected by such preferential right as a Defective Interest. If Seller receives notice of such exercise prior to Closing, Seller shall give Purchaser notice thereof in accordance with Section 3.4(a) prior to the Closing, in which event the property affected by such preferential purchase right shall be treated as a Defective Interest. If Seller or Purchaser receive notice of such exercise after the Closing, the party receiving such notice shall promptly give notice to the other party, and Purchaser shall convey the affected Asset to the holder of the preferential purchase right upon receipt of the Allocated Value attributable thereto from such party. (b) If, prior to the ClosingClosing Date, there has been non-compliance with the laws, rules, regulations, ordinances Purchaser or orders of any governmental agency or authority having jurisdiction over the Interests, resulting in risk of loss of the Interests or a substantial part of the value thereof, then Buyer may elect to treat such of the Interests as are adversely affected by such non-compliance as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a). (b) If any preferential right to purchase is exercised, Buyer may elect to either (i) treat that portion of the Interests affected by the exercise of such preferential right as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. If any preferential right to purchase is discovered after Closing, or if a third party holder of such a right alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party preferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Seller shall return to Buyer that portion of the Purchase Price allocated to the portion of the Interests on which such rights are exercised and lost by Buyer to such third party. (c) If any necessary third party consent to assignment is not obtained prior to the Closing, Buyer may elect to either (i) treat that portion of the Interests subject to such consent requirement as Defective Interests by giving Seller notice thereof in accordance with 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. (d) If, prior to the Closing, Buyer becomes become aware of any suit, action or other proceeding before any court or government agency (agency, other than matters reflected on Schedule 3.01E those listed in Schedules C-1 and C-2, that would reasonably result in loss or impairment of Seller’s title to any portion of the Interests Assets, or a substantial portion of the value thereof, Buyer Purchaser may elect to treat that portion of the Interests Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a)3.4(a) no later than the Closing Date, in which event the procedures specified in Section 3.4 shall apply to the property affected by such proceeding. (ec) If with respect to any inaccuracy in Exhibit “B” results in a substantial loss of value of a portion preferential purchase rights and required third-party consents to assignment and similar agreements, one or more of the Interestsconditions set forth in Section 3.3(c)(ii) has not been met prior to the Closing, Buyer Purchaser may elect to treat that portion of the Interests subject to such reduction in value Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a3.4(a) no later than the Closing Date, in which event the procedures specified in Section 3.4 shall apply to the property affected by such third-party right; provided, however, that, for the avoidance of doubt, no reduction in the Preliminary Purchase Price for a preferential purchase right that becomes a Defective Interest under this Section 3.6 shall be subject to the deductible set forth in Section 3.4(b). (f) None of the foregoing matters described in this Article 5.04(a) through (e) inclusive shall be considered Defective Interests unless a particular matter exceeds an individual value of $25,000.00 or, in the case of a material adverse environmental condition, the amount shown in Article 6.02(b).

Identification of Additional Defective Interests. (a) If any preferential purchase right is exercised prior to the Closing, Purchaser may require the withdrawal of such Assets affected by the exercise of the preferential right from this Agreement and reduce the Preliminary Purchase Price accordingly. If Seller receives notice of such exercise prior to Closing, Seller shall give Purchaser notice thereof in accordance with Section 3.4(a) prior to the Closing, in which event the property affected by such preferential purchase right shall be withdrawn from this Agreement and the Preliminary Purchase Price reduced accordingly. All Assets that are subject to preferential rights to purchase that have not been exercised prior to Closing shall be conveyed to Purchaser at Closing. If Seller or Purchaser receive notice of such exercise after the Closing, the party receiving such notice shall promptly give notice to the other party, such affected portion of the Assets shall not be treated as a Defective Interest, no adjustment to the Preliminary Purchase Price shall be made, and Purchaser shall convey the affected property interest to the holder of the preferential purchase right upon receipt of the Allocated Value attributable thereto from such party. (b) If, prior to the ClosingClosing Date, there has been non-compliance with the laws, rules, regulations, ordinances Purchaser or orders of any governmental agency or authority having jurisdiction over the Interests, resulting in risk of loss of the Interests or a substantial part of the value thereof, then Buyer may elect to treat such of the Interests as are adversely affected by such non-compliance as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a). (b) If any preferential right to purchase is exercised, Buyer may elect to either (i) treat that portion of the Interests affected by the exercise of such preferential right as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. If any preferential right to purchase is discovered after Closing, or if a third party holder of such a right alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party preferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Seller shall return to Buyer that portion of the Purchase Price allocated to the portion of the Interests on which such rights are exercised and lost by Buyer to such third party. (c) If any necessary third party consent to assignment is not obtained prior to the Closing, Buyer may elect to either (i) treat that portion of the Interests subject to such consent requirement as Defective Interests by giving Seller notice thereof in accordance with 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. (d) If, prior to the Closing, Buyer becomes become aware of any suit, action or other proceeding before any court or government agency (other than matters reflected on Schedule 3.01E those listed in Exhibit C-2 that would reasonably result in loss or impairment of Seller’s title to any portion of the Interests Assets, or a substantial portion of the value thereof, Buyer Purchaser may elect to treat that portion of the Interests Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a)3.4(a) no later than the Closing Date, in which event the procedures specified in Section 3.4 shall apply to the property affected by such proceeding; provided however, the $50,000 threshold set forth in Section 3.4(a) and the 2% deductible set forth in Section 3.4(b) shall not apply to such Defective Interests. (ec) If with respect to any inaccuracy in Exhibit “B” results in a substantial loss of value of a portion third-party consents to assignment and similar agreements, one or more of the Interestsconditions set forth in Section 3.3(d)(2) has not been met prior to the Closing, Buyer and the failure to obtain such consent will invalidate the conveyance of the Assets affected thereby (a “Hard Consent”), Purchaser may elect to treat that portion require the withdrawal of such Assets from this Agreement and reduce the Interests subject to such reduction in value as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a)Preliminary Purchase Price accordingly. (f) None of the foregoing matters described in this Article 5.04(a) through (e) inclusive shall be considered Defective Interests unless a particular matter exceeds an individual value of $25,000.00 or, in the case of a material adverse environmental condition, the amount shown in Article 6.02(b).

Identification of Additional Defective Interests. (a) IfSeller has listed all preferential rights to purchase the Assets on Schedule 3.6. Seller shall promptly prepare and send (i) notices to the holders of any required consents to assignment of any Assets requesting such holder’s consent to assign such Assets to Purchaser and (ii) notices to the holders of any applicable preferential rights to purchase any Asset requesting waivers of such preferential rights to purchase; provided, however, that Purchaser shall have the opportunity to review such notices before they are sent. The consideration payable under this Agreement for any particular Assets for purposes of preferential purchase right notices shall be the Allocated Value for such Assets. Seller shall use commercially reasonable efforts to cause such consents and waivers of preferential rights to purchase (or the exercise thereof) to be obtained and delivered prior to the Closing, there has been non-compliance . Purchaser shall cooperate with the laws, rules, regulations, ordinances or orders Seller in seeking to obtain such consents and waivers of any governmental agency or authority having jurisdiction over the Interests, resulting in risk of loss of the Interests or a substantial part of the value thereof, then Buyer may elect to treat such of the Interests as are adversely affected by such non-compliance as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a)preferential rights. (b) If any preferential purchase right is exercised prior to purchase is exercisedor after the Closing, Buyer Purchaser may elect to either (i) treat that portion of the Interests Assets affected by the exercise of such preferential right as a Defective Interests by giving Interest, subject to the additional provisions of this paragraph. If Seller receives notice of such exercise prior to Closing, Seller shall give Purchaser notice thereof in accordance with Section 5.03(a)3.4(a) prior to the Closing, or (iiin which event the property affected by such preferential purchase right shall be treated as a Defective Interest; provided however that neither the twenty-five thousand dollar threshold in Section 3.4(a) eliminate nor the interest or part thereof so affected from 1% of Purchase Price deductible in Section 3.4(b) will be applicable to the Interests exclusion of such Assets and the Preliminary Purchase Price shall will be reduced adjusted downward by the portion amount of the Purchase Price allocated to Allocated Value for such interest or part thereofAsset. If any preferential right to purchase is discovered Seller or Purchaser receive notice of such exercise after the Closing, or if a third the party receiving such notice shall promptly give notice to the other party, and Purchaser shall convey the affected property interest to the holder of such a right alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party the preferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Seller shall return to Buyer that portion right upon receipt of the Purchase Price allocated to the portion of the Interests on which Allocated Value attributable thereto from such rights are exercised and lost by Buyer to such third party. (c) If any necessary third party consent to assignment is not obtained prior to the Closing, Buyer may elect to either (i) treat that portion of the Interests subject to such consent requirement as Defective Interests by giving Seller notice thereof in accordance with 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. (d) If, prior to the ClosingClosing Date, Buyer becomes Purchaser or Seller become aware of any suit, action or other proceeding before any court or government agency (other than matters reflected on those listed in Schedule 3.01E C that would reasonably result in loss or impairment of Seller’s title to any portion of the Interests Assets, or a substantial portion of the value thereof, Buyer Purchaser may elect to treat that portion of the Interests Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a)3.4(a) no later than the Closing Date, in which event the procedures specified in Section 3.4 shall apply to the property affected by such proceeding; provided however that neither the twenty-five thousand dollar threshold in Section 3.4(a) nor the 1% of Purchase Price deductible in Section 3.4(b) will be applicable to the exclusion of such Assets and the Preliminary Purchase Price will be adjusted downward by the amount of the Allocated Value for such Asset. (ed) If with respect to any inaccuracy in Exhibit “B” results in a substantial loss of value of a portion preferential purchase rights and required third-party consents to assignment and similar agreements, one or more of the Interestsconditions set forth in Section 3.3(c)(2) has not been met prior to the Closing, Buyer Purchaser may elect to treat that portion of the Interests subject to such reduction in value Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a). (f3.4(a) None no later than the Closing Date, in which event the procedures specified in Section 3.4 shall apply to the property affected by such third-party right; provided however that neither the twenty-five thousand dollar threshold in Section 3.4(a) nor the 1% of Purchase Price deductible in Section 3.4(b) will be applicable to the exclusion of such Assets and the Preliminary Purchase Price will be adjusted downward by the amount of the foregoing matters described in this Article 5.04(a) through (e) inclusive shall be considered Defective Interests unless a particular matter exceeds an individual value of $25,000.00 or, in the case of a material adverse environmental condition, the amount shown in Article 6.02(b)Allocated Value for such Asset.

Identification of Additional Defective Interests. (a) IfSeller has listed all preferential rights to purchase the Assets on Schedule 3.6. Seller shall promptly prepare and send (i) notices to the holders of any required consents to assignment of any Assets requesting such holder’s consent to assign such Assets to Purchaser and (ii) notices to the holders of any applicable preferential rights to purchase any Asset requesting waivers of such preferential rights to purchase; provided, however, that Purchaser shall have the opportunity to review such notices before they are sent. The consideration payable under this Agreement for any particular Assets for purposes of preferential purchase right notices shall be the Allocated Value for such Assets. Seller shall use commercially reasonable efforts to cause such consents and waivers of preferential rights to purchase (or the exercise thereof) to be obtained and delivered prior to the Closing, there has been non-compliance . Purchaser shall cooperate with the laws, rules, regulations, ordinances or orders Seller in seeking to obtain such consents and waivers of any governmental agency or authority having jurisdiction over the Interests, resulting in risk of loss of the Interests or a substantial part of the value thereof, then Buyer may elect to treat such of the Interests as are adversely affected by such non-compliance as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a)preferential rights. (b) If any preferential purchase right is exercised prior to purchase is exercisedor after the Closing, Buyer Purchaser may elect to either (i) treat that portion of the Interests Assets affected by the exercise of such preferential right as a Defective Interests by giving Interest, subject to the additional provisions of this paragraph. If Seller receives notice of such exercise prior to Closing, Seller shall give Purchaser notice thereof in accordance with Section 5.03(a)3.4(a) prior to the Closing, or (iiin which event the property affected by such preferential purchase right shall be treated as a Defective Interest; provided however that neither the twenty-five thousand dollar threshold in Section 3.4(a) eliminate nor the interest or part thereof so affected from 1% of Purchase Price deductible in Section 3.4(b) will be applicable to the Interests exclusion of such Assets and the Preliminary Purchase Price shall will be reduced adjusted downward by the portion amount of the Purchase Price allocated to Allocated Value for such interest or part thereofAsset. If any preferential right to purchase is discovered Seller or Purchaser receive notice of such exercise after the Closing, or if a third the party receiving such notice shall promptly give notice to the other party, and Purchaser shall convey the affected property interest to the holder of such a right alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party the preferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Seller shall return to Buyer that portion right upon receipt of the Purchase Price allocated to the portion of the Interests on which Allocated Value attributable thereto from such rights are exercised and lost by Buyer to such third party. (c) If any necessary third party consent to assignment is not obtained prior to the Closing, Buyer may elect to either (i) treat that portion of the Interests subject to such consent requirement as Defective Interests by giving Seller notice thereof in accordance with 5.03(a), or (ii) eliminate the interest or part thereof so affected from the Interests and the Purchase Price shall be reduced by the portion of the Purchase Price allocated to such interest or part thereof. (d) If, prior to the ClosingClosing Date, Buyer becomes Purchaser or Seller become aware of any suit, action or other proceeding before any court or government agency (other than matters reflected on those listed in Schedule 3.01E C that would reasonably result in loss or impairment of Seller’s 's title to any portion of the Interests Assets, or a substantial portion of the value thereof, Buyer Purchaser may elect to treat that portion of the Interests Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a)3.4(a) no later than the Closing Date, in which event the procedures specified in Section 3.4 shall apply to the property affected by such proceeding; provided however that neither the twenty-five thousand dollar threshold in Section 3.4(a) nor the 1% of Purchase Price deductible in Section 3.4(b) will be applicable to the exclusion of such Assets and the Preliminary Purchase Price will be adjusted downward by the amount of the Allocated Value for such Asset. (ed) If with respect to any inaccuracy in Exhibit “B” results in a substantial loss of value of a portion preferential purchase rights and required third-party consents to assignment and similar agreements, one or more of the Interestsconditions set forth in Section 3.3(c)(2) has not been met prior to the Closing, Buyer Purchaser may elect to treat that portion of the Interests subject to such reduction in value Assets affected thereby as a Defective Interests Interest by giving Seller notice thereof in accordance with Section 5.03(a). (f3.4(a) None no later than the Closing Date, in which event the procedures specified in Section 3.4 shall apply to the property affected by such third-party right; provided however that neither the twenty-five thousand dollar threshold in Section 3.4(a) nor the 1% of Purchase Price deductible in Section 3.4(b) will be applicable to the exclusion of such Assets and the Preliminary Purchase Price will be adjusted downward by the amount of the foregoing matters described in this Article 5.04(a) through (e) inclusive shall be considered Defective Interests unless a particular matter exceeds an individual value of $25,000.00 or, in the case of a material adverse environmental condition, the amount shown in Article 6.02(b).Allocated Value for such Asset