Common use of Other P&S Agreements Clause in Contracts

Other P&S Agreements. Certain affiliates of Seller listed on Schedule 2.3 (collectively, the “M-C Sellers”), and certain affiliates of Purchaser listed on Schedule 2.3 (collectively, the “KPG Purchasers”) have entered into various agreements of sale and purchase, dated of even date herewith (the “Other P&S Agreements”), with respect to the sale and purchase of certain land and the improvements thereon listed on Schedule 2.3 (the “Other Properties”), which land and improvements are more fully described in the applicable Other P&S Agreements. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser has no right or obligation to purchase, and Seller has no obligation to sell, the Property unless there is a simultaneous sale and purchase of each and all of the Other Properties pursuant to the Other P&S Agreements, it being the express agreement and understanding of Purchaser and Seller that, as a material inducement to Seller and Purchaser to enter into this Agreement, the M-C Sellers and the KPG Purchasers have entered into the Other P&S Agreements pursuant to which the KPG Purchasers have agreed to purchase, and the M-C Sellers have agreed to sell, the Other Properties, subject to and in accordance with the terms and conditions of the Other P&S Agreements. Any termination of any Other P&S Agreement shall constitute a termination of this Agreement. Any breach of, or default under, any Other P&S Agreement shall constitute a breach of, or default under, this Agreement.

Other P&S Agreements. Certain affiliates of Seller listed on Schedule 2.3 (collectively, the “M-C Sellers”), and certain affiliates of Purchaser listed on Schedule 2.3 (collectively, the “KPG Purchasers”) have entered into various agreements of sale and purchase, dated of even date herewith (the “Other P&S Agreements”), with respect to the sale and purchase of certain land and the improvements thereon listed on Schedule 2.3 (the “Other Properties”), which land and improvements are more fully described in the applicable Other P&S Agreements. Notwithstanding anything to the contrary set forth in this Agreement, and except in the event of a ROFO Election (as defined in Section 7.4), Purchaser has no right or obligation to purchase, and Seller has no obligation to sell, the Property unless there is a simultaneous sale and purchase of each and all of the Other Properties pursuant to the Other P&S Agreements, it being the express agreement and understanding of Purchaser and Seller that, as a material inducement to Seller and Purchaser to enter into this Agreement, the M-C Sellers and the KPG Purchasers have entered into the Other P&S Agreements pursuant to which the KPG Purchasers have agreed to purchase, and the M-C Sellers have agreed to sell, the Other Properties, subject to and in accordance with the terms and conditions of the Other P&S Agreements. Any termination of any Other P&S Agreement Agreement, unless due to a ROFO Election, shall constitute a termination of this Agreement. Any breach of, or default under, any Other P&S Agreement shall constitute a breach of, or default under, this Agreement. Notwithstanding the foregoing, if any Other P&S Agreement is terminated as a result of a ROFO Election, then this Agreement shall continue to remain in full force and effect.

Other P&S Agreements. Certain affiliates of Seller listed on Schedule 2.3 (collectively, the “M-C Sellers”), and certain affiliates of Purchaser listed on Schedule 2.3 (collectively, the “KPG Purchasers”) have entered into various agreements of sale and purchase, dated of even date herewith (the “Other P&S Agreements”), with respect to the sale and purchase of certain land and the improvements thereon listed on Schedule 2.3 (the “Other Properties”), which land and improvements are more fully described in the applicable Other P&S Agreements. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser has no right or obligation to purchase, and Seller has no obligation to sell, the Property unless there is a simultaneous sale and purchase of each and all of the Other Properties pursuant to the Other P&S Agreements, it being the express agreement and understanding of Purchaser and Seller that, as a material inducement to Seller and Purchaser to enter into this Agreement, the M-C Sellers and the KPG Purchasers have entered into the Other P&S Agreements pursuant to which the KPG Purchasers have agreed to purchase, and the M-C Sellers have agreed to sell, the Other Properties, subject to and in accordance with the terms and conditions of the Other P&S Agreements. Any Unless due to or in connection with the exercise by any third party of any ROFO Rights, as defined in such applicable Other P&S Agreement, any termination of any Other P&S Agreement shall constitute a termination of this Agreement. In the event any Other P&S Agreement is terminated due to or in connection with the exercise of any such ROFO Right, this Agreement shall continue in full force and effect. Any breach of, or default under, any Other P&S Agreement shall constitute a breach of, or default under, this Agreement.