Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; provided that any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.
Appears in 29 contracts
Samples: Purchase and Sale Agreement (Duke Realty Limited Partnership/), Purchase and Sale Agreement (Duke Realty Limited Partnership/), Purchase and Sale Agreement (Duke Realty Limited Partnership/)
Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or the Platform or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property or the Platform received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset or the Platform without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; provided that any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred AssetsProperty or Asset or the Platform.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Healthcare Trust of America Holdings, LP), Purchase and Sale Agreement (Duke Realty Limited Partnership/)
Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or such Seller’s ability to consummate the transaction, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; provided that any such settlement shall not have any material adverse effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such 19 Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred Assets.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Duke Realty Limited Partnership/)
Litigation; Violations. Advise the Buyer promptly of any receipt of written notice of any, or material updates in respect of pending, litigation, arbitration proceeding or administrative hearing (including condemnation) before any Governmental Authority which affects any of such Seller’s Property or has a Material Adverse Effect on such Seller’s ability to consummate the transactiontransactions, in whole or in part, as contemplated by this Agreement. Such Seller shall deliver to the Buyer, promptly after receipt thereof, copies of any written notices of violations or other notices regarding any of such Seller’s Property received by such Seller. Such Seller may not settle any claim or compromise any litigation or proceeding affecting any Transferred Asset without the prior approval of the Buyer, which approval shall not be unreasonably withheld, conditioned or delayed; provided that any such settlement shall not have any material adverse effect Material Adverse Effect upon (i) such Seller’s ability to consummate the transactions contemplated by this Agreement, (ii) such Seller’s ownership of any Transferred Asset or any Property or (iii) the operation or value of any of such Seller’s Transferred AssetsProperty or Asset or the Portfolio.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Healthcare Properties, Inc.)