Kickout Period. At any time prior to the expiration of the applicable Kickout Period, Buyer may, in its sole discretion, deliver to Seller written notice (a “Kickout Notice”) of Buyer’s intention to exclude from the Closings up to that number of Real Properties, the aggregate Property Allocations of which is less than or equal to $183,330,077.36 (such number of Real Properties the “Maximum Kickout Properties”); provided, that in no event shall the Maximum Kickout Properties be greater than thirteen (13) Real Properties; provided further, that in no event shall Buyer be permitted to deliver a Kickout Notice with respect to the Real Property set forth on Section 2.11 of the Disclosure Schedule; provided further, that if Buyer fails to deliver a Kickout Notice with respect to any Real Property prior to the expiration of the applicable Kickout Period, then, upon such expiration, such Real Property shall be irrevocably deemed to not be excluded from any Closing pursuant to this Section 2.11 (unless such Real Property is subject to a Pooled Loan, with respect to which all Pooled Properties subject thereto are excluded from the Closings pursuant to the immediately following proviso); provided further, however, that if Buyer delivers a Kickout Notice with respect to any Pooled Property, all other Lender Encumbered Properties subject to the Pooled Loan encumbering such Pooled Property shall be excluded from the Closings pursuant to this Section 2.11, and all such Lender Encumbered Properties shall be counted towards (and may not exceed) the Maximum Kickout Properties. In no event, however, shall Buyer deliver a Kickout Notice with respect to a Pooled Property if all such Lender Encumbered Properties subject to the Pooled Loan would exceed the Maximum Kickout Properties. Without limiting the foregoing provisions, but in furtherance thereof, (i) any Real Property ultimately excluded from the Closings pursuant to this Section 2.11 shall not be transferred to Buyer pursuant to this Agreement, (ii) Buyer and Seller shall have no further rights or obligations under this Agreement relating to such Real Property and (iii) such Real Property shall cease to be considered “Real Property”, a “Company” or a “Purchased Subsidiary” hereunder, as applicable.
Appears in 4 contracts
Samples: Equity Interest Purchase Agreement (American Realty Capital Healthcare Trust Inc), Equity Interest Purchase Agreement (American Realty Capital Trust V, Inc.), Equity Interest Purchase Agreement (American Realty Capital Properties, Inc.)
