Common use of Preferential Rights to Purchase Clause in Contracts

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior Prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of comply with all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w6.01(p) (the “Subject Preferential Rights”) (provided that no ). Seller shall not be required to provide consideration, incur any expense consideration or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), Rights (other than as set forth in the instrument creating the Subject Preferential Right) in order to satisfy its obligations under this Section 4.08. In accordance with this Agreement and the transactions contemplated applicable Contracts, promptly after the execution of this Agreement, Seller shall deliver by this Agreement are expressly mail written notices of the proposed transfer of any Asset subject to all validly existing and applicable the Subject Preferential Rights to the holders of such Subject Preferential Rights. Sellers Seller shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, then the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto to such Asset and subject to the other terms of this Agreement, the Parties shall proceed to Closing. Otherwise the Initial Assets shall be conveyed to Buyer at Closing subject to any preferential right to purchase or Option Closingsimilar right applicable to the transactions that has not been waived; provided, as applicable. If by however, if (i) the Initial Closing holders of one or Option Closing, as applicable, more of the Subject Preferential Rights have not either waived or exercised such Subject Preferential Rights because the time frame for the periods to exercise of a preferential purchase right has such Subject Preferential Rights have not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Timetime Scheduled for Closing hereunder and (ii) the total of the Allocated Values of the Assets subject to such Subject Preferential Rights exceeds 10% of the Purchase Price, and then Buyer shall pay have the Allocated Value thereof right to delay the Closing until such time periods have expired. If a Third Party elects to purchase any Asset pursuant to a preferential right to purchase or similar right applicable to the terms transactions after the Closing Date, Buyer shall be obligated to convey such Asset to such Third Party and shall be entitled to the consideration for the sale of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior Buyer's good faith allocation of values as set forth in Exhibit C shall be used to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices prepare an allocation of the proposed transfer of any Asset Purchase Price to the holders of all Assets that are, subject to Seller's Knowledge (as such term is defined below), subject to preferential rights to purchase or similar rights relative to the sale of any of the Assets as and will be set forth in Schedule 6.01(w3.07. Seller will use reasonable efforts to send out the applicable preferential right to purchase notices within five (5) (Business Days after the “Subject Preferential Rights”) (provided that no date this Agreement is executed. Seller shall be required provide to provide considerationBuyer for Buyer's reasonable approval the form of all preferential right notices. As used herein, incur any expense the terms "Seller's Knowledge" and "to the knowledge of Seller" shall construed to mean the actual knowledge of a matter (without investigation) of an executive officer of Seller or undertake obligations its general partner, or William G. Foster, Land Manager. Seller shall use its reasonable efxxxxx xx xxxxxx xith all preferential right to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject purchase provisions relative to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant prior to a Subject Preferential Right timely electsthe Closing. If, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise a holder of a preferential purchase right has not expired and Sellers have not received written notice of an intent not notifies Seller that it intends to exercise or a written waiver it rights with respect to an Asset to which its preferential purchase right applies (as determined in accordance with the agreement in which the preferential purchase right arises), the Asset covered by said preferential purchase right shall be excluded from the Assets to be conveyed to Buyer, and the Purchase Price shall be reduced by the Allocated Value of said Asset. Buyer acknowledges and agrees that Seller shall attempt to determine (in its good faith judgment) the extent of the preferential purchase rights encumbering the Assets, and said determination shall be used by Seller to provide the preferential purchase right notifications. If the holder of the preferential purchase right (an “Outstanding Preferential Right”), fails to consummate the purchase of the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from preferential purchase right or fails to respond to the Assetsnotice by Closing, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto Seller and Buyer shall proceed with Closing and the Parties sale of the Asset to Buyer, it being expressly understood and agreed hereby that in such case, Buyer shall proceed purchase such Asset(s) subject to the Initial Closing or Option Closingeffects of such preferential purchase right, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 and such preferential purchase right and any and all liability arising therefrom shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective Assumed Obligation (as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Assetterm is defined in Section 14.02 hereof).

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior Prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of comply with all preferential rights to purchase or similar rights Preferential Rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights, except to the extent Buyer has agreed in writing to provide or reimburse such consideration, incur or reimburse such expense or undertake such obligations upon the occurrence of Closing), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. In accordance with this Agreement and the applicable Contracts, promptly after the Execution Date, Sellers shall deliver written notices of the proposed transfer of any Asset subject to the Preferential Rights to the holders of such Preferential Rights. The Seller Representative shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from Otherwise the Assets shall be conveyed to Buyer at Closing subject to any Preferential Right applicable to the transactions that has not been waived. If a Third Party elects to purchase any Asset pursuant to Section 4.08 a Preferential Right applicable to the transactions after the Closing Date, Buyer shall be deemed obligated to convey such Asset to such Third Party and shall be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant entitled to the terms consideration for the sale of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior Prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of comply with all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w6.01(v) (the “Subject Preferential Rights”) (provided that no Seller shall not be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers In accordance with this Agreement and the applicable Contracts, Seller shall deliver written notices of the proposed transfer of any Asset subject to the Subject Preferential Rights to the holders of such Subject Preferential Rights. Seller shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive Seller receives written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from Otherwise the Assets shall be conveyed to Buyer at Closing subject to any preferential right to purchase or similar right applicable to the transactions that has not been waived. If a Third Party elects to purchase any Asset pursuant to Section 4.08 a preferential right to purchase or similar right applicable to the transactions after the Closing Date, Buyer shall be deemed obligated to convey such Asset to such Third Party and shall be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant entitled to the terms consideration for the sale of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior Buyer’s good faith allocation of values as set forth in Exhibit G shall be used to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices prepare an allocation of the proposed transfer of any Asset Purchase Price to the holders of all Assets that are subject to preferential rights to purchase or similar rights relative to the sale of any of the Assets as and will be set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no 3.07. Seller shall be required use its reasonable efforts to provide consideration, incur any expense or undertake obligations comply with all preferential right to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject purchase provisions relative to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant prior to a Subject Preferential Right timely electsthe Closing. If, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise a holder of a preferential purchase right notifies Seller that it intends to exercise its rights with respect to an Asset to which its preferential purchase right applies (as determined in accordance with the agreement in which the preferential purchase right arises) or the time for the exercise of such preferential right has not expired or the preferential right waived, the Asset covered by said preferential purchase right shall be excluded from the Assets to be conveyed to Buyer, and Sellers have not received written notice the Purchase Price shall be reduced by the value allocated to said Asset in Schedule 3.07. Buyer acknowledges and agrees that Seller shall determine (in its good faith judgment) the extent of an intent not the preferential purchase rights encumbering the Assets, and said determination shall be used by Seller to exercise or a written waiver provide the preferential purchase right notifications. If the holder of the preferential purchase right (an “Outstanding Preferential Right”), fails to consummate the purchase of the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assetspreferential purchase right, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties Seller shall proceed to the Initial Closing promptly notify Buyer. Within ten (10) Business Days after Buyer’s receipt of such notice or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 whichever is later, Seller shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby sell to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to purchase from Seller, such Asset under the terms of this AgreementAgreement for a price equal to the value allocated to such Asset in Schedule 3.07. Notwithstanding the foregoing, whereupon such properties and interests Buyer shall have no longer be deemed obligation under this Agreement or otherwise to be an Excluded Assetpurchase the Asset if Buyer is not notified of the preferential purchase right holder’s failure to consummate the purchase of the Asset within ninety (90) calendar days following Closing. Seller will use reasonable efforts to send out the applicable preferential right to purchase notices within five (5) Business Days after the date this Agreement is executed.

Preferential Rights to Purchase. In accordance with this Agreement and Seller shall use Buyer's Allocations to provide any required preferential right to purchase notifications as promptly as practicable after Buyer has furnished Buyer's Allocations, based on the applicable Contractsform of Preferential Purchase Right Notice Letter attached hereto as Exhibit "L". If, prior to the Initial Closing or Option ClosingDate, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise holder of a preferential purchase right has not expired and Sellers have not received written notice of an intent not notifies Seller that it elects to exercise or a written waiver of its rights with respect to the Properties to which its preferential purchase right applies (determined by and in accordance with the agreement in which the preferential purchase right (an “Outstanding Preferential Right”arises), the Asset or part thereof Properties covered by that preferential purchase right will not be sold to the Party originally executing this Agreement as "Buyer" (subject to the Outstanding Preferential Right will be eliminated from the Assetsremaining provisions in this Article), and the Purchase Price will be reduced proportionately by Buyer's Allocations for such Properties if Buyer's Allocations are positive numbers and increased by Buyer's Allocations for such Properties if Buyer's Allocations are negative numbers. Buyer remains obligated to purchase the remainder of the Properties not affected by exercised preferential rights to purchase. If for any reason, other than Seller's breach, the purchase and sale of the Properties covered by the Allocated Value attributable thereto and preferential purchase right is not or cannot be consummated with the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as holder of the Effective Timepreferential purchase right, Seller shall so notify Buyer promptly, but no later than thirty (30) Days after the date set forth in Article 17.1.4, and within ten (10) Business Days after Buyer's receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall pay the Allocated Value thereof purchase and accept from Seller such Properties pursuant to the terms of this Agreement and for the value allocated to such Properties in Buyer's Allocations (except "CLOSING DATE" with respect to such Properties shall mean the date of assignment of such Properties from Seller to Buyer). Any preferential purchase right must be exercised subject to all the terms and conditions of this Agreement, whereupon such properties and interests shall no longer be deemed including successful Closing of this Agreement pursuant to be an Excluded AssetArticle 16.

Preferential Rights to Purchase. In accordance with Promptly after execution of this Agreement and Agreement, Seller shall cause the applicable Contracts, prior Partnership to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts contact all third Persons who Seller reasonably believes may hold an enforceable Preferential Right to deliver written notices Purchase any Property that would be triggered by reason of the proposed transfer of any Asset Transaction. The Partnership shall provide such third Persons with the documentation required under existing agreements and allow them to the holders of all preferential rights determine whether or not they should exercise or waive such Preferential Right to purchase or similar rights relative Purchase. Seller shall provide reasonable advance notice to the sale of any Buyer of the Assets as set forth in Schedule 6.01(w) (Properties and interests therein for which third Persons may be given the “Subject opportunity to exercise Preferential Rights”) (provided that no Rights to Purchase, and Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit keep Buyer reasonably apprised of the holders status of dealings with such third Persons. If Buyer believes that any such third Person does not hold a valid Preferential Right to Purchase such Property that would be triggered by the Subject Transaction, Buyer must promptly provide Seller with notice of Buyer's objection to any proposed exercise of that Preferential Rights)Right to Purchase, and in such case, the Parties shall negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Preferential Rights to Purchase. Similarly, without affecting any other right of Buyer hereunder, if Buyer believes that other valid and enforceable Preferential Rights to Purchase exist that are not on the notices sent to Buyer by Seller, Buyer shall promptly send notice to Seller, and the transactions contemplated by this Agreement are expressly subject Parties shall negotiate in good faith to all validly existing and applicable Subject determine a mutually acceptable procedure for handling such questioned Preferential RightsRights to Purchase. Sellers shall promptly notify Buyer if Whenever any Subject third Person elects to exercise a Preferential Right is exercised or if to Purchase any Property, Seller shall provide Buyer with prompt notice, listing the requisite period has elapsed without said right having been exercisedinterest purchased and the amount received from such third Person. If a Third Party who has been offered In such an instance, the interest in any Asset pursuant such Property that is sold to such a Subject Preferential Right timely elects, prior to third Person before Closing shall be removed from the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offerOperating Assets, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Settlement Price or Option Purchase Price, as applicable, will shall be reduced proportionately by the Allocated Value attributable thereto to such interest, and in such case Seller shall indemnify the Partnership, the Subsidiaries and the Parties shall proceed Buyer against any Liabilities relating to such Property; if the Initial Closing or Option Closinginterest so removed is less than the Partnership's entire interest in the Property, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by then the Allocated Value attributable thereto of the Property shall be proportionately reduced in accordance with the formula set forth in Section 6.4(a). Seller shall use reasonable efforts to cause the Partnership to obtain the exercise or waiver before Closing of all Preferential Rights to Purchase; provided however, that if on the Closing Date any valid Preferential Right to Purchase should exist which shall not have been exercised or waived, and the Parties time for exercise of which has not yet passed, Buyer shall proceed obtain at Closing Seller's entire outstanding interest in the Property, subject to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding such Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective TimePurchase, and Buyer and Seller shall pay cooperate in good faith to honor such third Person's rights. In such case, if the Allocated Value thereof pursuant holder of such Preferential Right to Purchase should propose to exercise the same while it remains valid and enforceable as a result of the Transaction, then Buyer shall cause the Partnership to assign the affected interest to such third Person and Buyer, through the Partnerships and the Subsidiaries, shall be entitled to the terms proceeds attributable to the sale of this Agreementsuch interest to the third Person, whereupon and in such properties case Seller shall indemnify the Partnership, the Subsidiaries and interests shall no longer be deemed the Buyer against any Liabilities relating to be an Excluded Assetsuch Property, except during the period the Partnership is owned by Buyer and the Partnership own the Operating Assets.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior Prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of comply with all preferential rights to purchase or similar rights relative to the sale of any of the Assets Properties as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (5(a), provided that no Seller shall not be required to provide consideration, incur any expense consideration or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), Rights to Purchase. In accordance with this Agreement and the transactions contemplated applicable Contracts, Seller shall deliver by this Agreement are expressly certified mail return receipt requested written notices of the proposed transfer of any Properties subject to all validly existing and applicable Subject the Preferential RightsRights to Purchase to the holders of such rights. Sellers Seller shall promptly notify Buyer if any Subject Preferential Right is Rights to Purchase are exercised or if the requisite period has elapsed without said right rights having been exercised. If a Third Party who has been offered an interest in any Asset Property or Properties pursuant to a Subject Preferential Right timely to Purchase elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset Property or Properties pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, then the Asset Property or Properties or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of deemed an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Excluded Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto thereto, and (subject to the other terms of this Agreement) the Parties shall proceed to the Initial Closing or Option Closing. If, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective TimeClosing Date, no waiver, consent or exercise notice has been received by Seller from the holder of a Preferential Right to Purchase and the time for exercising such Preferential Right to Purchase has not expired, then the Properties covered by the Preferential Right to Purchase will remain with Seller as Excluded Assets and the Purchase Price shall be adjusted by the Allocated Values of such Properties (or portions thereof). Upon the expiration of such Preferential Right to Purchase, to the extent such Preferential Right to Purchase has not been exercised, the Properties (or portions thereof) covered by such Preferential Right to Purchase shall be assigned to Buyer using a form of assignment substantially similar to the Assignment, and Buyer shall pay the Allocated Value thereof pursuant to Seller an amount equal to the terms of this AgreementPurchase Price adjustment referenced in the immediately foregoing sentence, whereupon such properties and interests shall no longer be deemed subject to be an Excluded Assetany adjustments for Title Defects.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all (a) The Parties agree that those preferential purchase rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided 3.2 that no Seller shall be required are currently attributable to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights)(and depths, and if any) identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement are expressly (collectively, the “Applicable Preferential Rights”). For each Property subject to any Applicable Preferential Right, except any Applicable Preferential Right held by Purchaser or its Affiliates, Seller shall (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit F, or as otherwise mutually agreed, and (ii) comply in all validly existing other respects with the agreement under which the Applicable Preferential Right arises. If, prior to Closing, the holder of an Applicable Preferential Right notifies Seller that it elects to exercise its Applicable Preferential Right (in accordance with and applicable Subject determined by the agreement under which such Applicable Preferential Right arises), the Properties subject to such exercised Applicable Preferential Right shall be excluded from this Agreement and the Purchase Price shall be reduced by the Good Faith Allocation of such Property subject to the Applicable Preferential Right. Purchaser remains obligated to purchase the remainder of the Properties that are not affected by exercised Applicable Preferential Rights. Sellers shall promptly notify Buyer if Upon consummation of the sale of any Subject such Properties to the holder of such Applicable Preferential Right, such Properties acquired by the holder of an Applicable Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed for all purposes to be an constitute Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded AssetProperties.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all (a) The Parties agree that those preferential purchase rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided 3.1 that no Seller shall be required are currently attributable to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement are expressly (collectively, the “Applicable Preferential Rights”). For each Purchased Asset subject to any Applicable Preferential Right, except any Applicable Preferential Right held by Purchaser or its Affiliates, Seller shall (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit F, or as otherwise mutually agreed, and (ii) comply in all validly existing other respects with the agreement under which the Applicable Preferential Right arises. If, prior to Closing, the holder of an Applicable Preferential Right notifies Seller that it elects to exercise its Applicable Preferential Right (in accordance with and applicable Subject determined by the agreement under which such Applicable Preferential Right arises), the Purchased Assets subject to such exercised Applicable Preferential Right shall become an Excluded Asset under this Agreement and the Purchase Price shall be reduced by the Good Faith Allocation of such Excluded Asset. Purchaser remains obligated to purchase the remainder of the Purchased Assets that are not affected by exercised Applicable Preferential Rights. Sellers shall promptly notify Buyer if Upon consummation of the sale of any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior Purchased Assets to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice holder of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Applicable Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the any such Purchased Assets pursuant to Section 4.08 shall be deemed for all purposes to be an constitute Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded AssetAssets.

Preferential Rights to Purchase. In accordance with this Agreement Within ten (10) Days after the date hereof, Buyer and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to mutually agree on (a) the holders of all PPRs to which preferential rights right to purchase or similar rights relative notices must be delivered (and thereafter Seller shall supplement Schedule 3.1 accordingly) and (b) an allocation of the Purchase Price to the sale of any affected Property; provided, however, that if the Parties are unable to agree on such good faith allocation of the Assets as set forth Purchase Price within ten (10) Days of initiating discussions, (i) either Party may submit the dispute to arbitration in Schedule 6.01(waccordance with Article 19 and (ii) (the “Subject Preferential Rights”) (provided that no Seller shall be required use such allocation to provide consideration, incur any expense or undertake obligations the preferential right to or for purchase notifications in connection with the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option ClosingContribution Transaction and/or Exchange, as applicableappropriate, to purchase such Asset pursuant to contemplated hereby, using the aforesaid offer, and Sellers receive written notice form of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired notice letter provided by Buyer and Sellers agreed to by Seller. To the extent Buyer disagrees with Seller’s determination that a preferential right to purchase notice should be sent to a holder of a PPR, Buyer shall have not received written notice of an intent the right to instruct Seller not to exercise send such a notice and Seller shall comply with such instruction; provided, however, that Buyer shall (x) be liable to and (y) indemnify and hold harmless Seller from and against (1) any and all costs and expenses incurred in defending any cause of action arising out of such holder’s claim that one or a written waiver more of the preferential purchase right Contribution Transactions and the subsequent Exchange interfered with such holder’s exercise of such PPR and (an “Outstanding Preferential Right”), the Asset 2) any damages awarded to any such holder as a result of such cause of action or part thereof subject lawsuit to the Outstanding Preferential Right will be eliminated from the Assetsextent, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed only to the Initial Closing or Option Closingextent, as applicable. Any Asset or portion thereof eliminated from that such damages are in excess of the Assets pursuant Buyer’s obligation to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly re-convey the properties affected Properties to Seller and interests formerly affected thereby to Buyer, effective as settle the appropriate accounting of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to all adjustments with such holder in accordance with the terms of this Agreement. Following such ten (10) Day period, whereupon Buyer shall have the right to direct Seller to deliver a preferential right to purchase notice to any other holder of a PPR and, in such properties event, Schedule 3.1 shall be updated in accordance therewith, and interests Seller’s notification obligation, the allocation attributable to the affected Property and the dispute resolution procedure applicable to such allocation shall no longer be deemed to be an Excluded Assetgoverned by the immediately preceding sentence.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior Prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of comply with all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w6.01(v) (the “Subject Preferential Rights”) (provided that no Seller shall not be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers In accordance with this Agreement and the applicable Contracts, Xxxxxx shall deliver written notices of the proposed transfer of any Asset subject to the Subject Preferential Rights to the holders of such Subject Preferential Rights. Seller shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive Seller receives written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from Otherwise the Assets shall be conveyed to Buyer at Closing subject to any preferential right to purchase or similar right applicable to the transactions that has not been waived. If a Third Party elects to purchase any Asset pursuant to Section 4.08 a preferential right to purchase or similar right applicable to the transactions after the Closing Date, Buyer shall be deemed obligated to convey such Asset to such Third Party and shall be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant entitled to the terms consideration for the sale of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Asset.

Preferential Rights to Purchase. In accordance with Promptly after execution of this Agreement and ------------------------------- Agreement, Seller shall cause the applicable Contracts, prior Partnership to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts contact all third Persons who Seller reasonably believes may hold an enforceable Preferential Right to deliver written notices Purchase any Property that would be triggered by reason of the proposed transfer of any Asset Transaction. The Partnership shall provide such third Persons with the documentation required under existing agreements and allow them to the holders of all preferential rights determine whether or not they should exercise or waive such Preferential Right to purchase or similar rights relative Purchase. Seller shall provide reasonable advance notice to the sale of any Buyer of the Assets as set forth in Schedule 6.01(w) (Properties and interests therein for which third Persons may be given the “Subject opportunity to exercise Preferential Rights”) (provided that no Rights to Purchase, and Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit keep Buyer reasonably apprised of the holders status of dealings with such third Persons. If Buyer believes that any such third Person does not hold a valid Preferential Right to Purchase such Property that would be triggered by the Subject Transaction, Buyer must promptly provide Seller with notice of Buyer's objection to any proposed exercise of that Preferential Rights)Right to Purchase, and in such case, the Parties shall negotiate in good faith to determine a mutually acceptable procedure for handling such questioned Preferential Rights to Purchase. Similarly, without affecting any other right of Buyer hereunder, if Buyer believes that other valid and enforceable Preferential Rights to Purchase exist that are not on the notices sent to Buyer by Seller, Buyer shall promptly send notice to Seller, and the transactions contemplated by this Agreement are expressly subject Parties shall negotiate in good faith to all validly existing and applicable Subject determine a mutually acceptable procedure for handling such questioned Preferential RightsRights to Purchase. Sellers shall promptly notify Buyer if Whenever any Subject third Person elects to exercise a Preferential Right is exercised or if to Purchase any Property, Seller shall provide Buyer with prompt notice, listing the requisite period has elapsed without said right having been exercisedinterest purchased and the amount received from such third Person. If a Third Party who has been offered In such an instance, the interest in any Asset pursuant such Property that is sold to such a Subject Preferential Right timely elects, prior to third Person before Closing shall be removed from the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offerOperating Assets, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Settlement Price or Option Purchase Price, as applicable, will shall be reduced proportionately by the Allocated Value attributable thereto to such interest, and in such case Seller shall indemnify the Partnership, the Subsidiaries and the Parties shall proceed Buyer against any Liabilities relating to such Property; if the Initial Closing or Option Closinginterest so removed is less than the Partnership's entire interest in the Property, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by then the Allocated Value attributable thereto of the Property shall be proportionately reduced in accordance with the formula set forth in Section 6.4(a). Seller shall use reasonable efforts to cause the Partnership to obtain the exercise or waiver before Closing of all Preferential Rights to Purchase; provided however, that if on the Closing Date any valid Preferential Right to Purchase should exist which shall not have been exercised or waived, and the Parties time for exercise of which has not yet passed, Buyer shall proceed obtain at Closing Seller's entire outstanding interest in the Property, subject to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding such Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective TimePurchase, and Buyer and Seller shall pay cooperate in good faith to honor such third Person's rights. In such case, if the Allocated Value thereof pursuant holder of such Preferential Right to Purchase should propose to exercise the same while it remains valid and enforceable as a result of the Transaction, then Buyer shall cause the Partnership to assign the affected interest to such third Person and Buyer, through the Partnerships and the Subsidiaries, shall be entitled to the terms proceeds attributable to the sale of this Agreementsuch interest to the third Person, whereupon and in such properties case Seller shall indemnify the Partnership, the Subsidiaries and interests shall no longer be deemed the Buyer against any Liabilities relating to be an Excluded Assetsuch Property, except during the period the Partnership is owned by Buyer and the Partnership own the Operating Assets.

Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers Seller shall use commercially its reasonable efforts efforts, but without any obligation to deliver written notices of the proposed transfer of incur any Asset cost or expense in connection therewith, to the holders of comply with all preferential rights right to purchase or similar rights provisions relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no prior to Closing. Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is preferential purchase rights are exercised or if the requisite period has elapsed without said right rights having been exercised. If a Third Party third party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, preferential right to purchase elects prior to the Initial Closing or Option Closing, as applicable, to purchase all or part of such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset interest or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and and, subject to Section 4.04, the Parties shall proceed to the Initial Closing or Option Closing. If any waiver of such preferential purchase rights is not obtained by Closing, as applicableand the aggregate Allocated Value of the Assets affected thereby exceeds 25% of the Purchase Price, then the Parties shall delay the Closing up to 30 days and use reasonable efforts to obtain such waivers. If following such extension, waivers of preferential purchase rights affecting Assets exceeding 25% of the Purchase Price remain un-obtained (by the Initial Closing passage of time or Option Closing, as applicableotherwise) either party may elect to terminate this Agreement. If the aggregate Allocated Value of such Assets does not exceed 25% of the Purchase Price, the time frame for the exercise of a Assets subject to such preferential purchase right has not expired and Sellers have not received written notice shall be conveyed to Buyer at Closing subject to such preferential right. If a third party elects to purchase all or a part of an intent not interest in any Property subject to exercise or a written waiver preferential right to purchase after the Closing Date, Buyer shall be obligated to convey said interest to such third party and shall be entitled to the consideration for the sale of the preferential purchase right (an “Outstanding Preferential Right”), the Asset such interest or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the terms of this Agreement, whereupon such properties and interests shall no longer be deemed to be an Excluded Assetthereof.

Preferential Rights to Purchase. In accordance Seller shall use its reasonable efforts, but without any obligation to incur any material cost or expense, to comply with this Agreement and the applicable Contracts, all preferential right to purchase provisions relative to any Asset prior to the Initial Closing or Option Closing. Prior to the Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer Purchaser if any Subject Preferential Right is exercised preferential purchase rights are exercised, waived or if the requisite period has elapsed without said right rights having been exercised. If a Third Party Party, who has been offered the right to an interest in any Asset pursuant to a Subject Preferential Right preferential right to purchase, timely elects, elects prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset Assets pursuant to the aforesaid such offer, and Sellers receive written notice of such election prior to such Closing, then the Asset or the part thereof so affected will be eliminated from the Assets, shall become an Excluded Asset, and the Initial Purchase Price or Option Purchase Price, as applicable, will shall be reduced proportionately by the Allocated Value attributable thereto and of such Asset or the Parties shall proceed to the Initial Closing or Option Closingaffected portion thereof, as applicable. If by Simultaneously with the Initial Closing or Option Closing, as applicable, Seller shall cause the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not Company to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the transfer such additional Excluded Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed Third Party exercising such preferential right to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof purchase pursuant to the terms of this Agreementthe agreement creating such preferential right. The proceeds of any such sale shall be owned by the Seller. Purchaser acknowledges and agrees that Seller shall determine (in its good faith judgment) the extent of the preferential purchase rights encumbering the Assets, whereupon and said determination shall be used by Seller to provide the preferential purchase right notifications. In the event that the time period to exercise a preferential right which has been noticed has not expired by Closing and the Third Party holder of the preferential right has not exercised or waived its right within such properties period, the affected Asset shall be included in the sale and interests the Purchaser shall no longer be deemed take the affected Asset subject to be an Excluded Assetsuch preferential right to purchase without adjustment to the Purchase Price.

Preferential Rights to Purchase. In accordance Seller shall use its reasonable efforts to comply with this Agreement and the applicable Contracts, all preferential right to purchase provisions relative to any Asset prior to the Initial Closing or Option Closing, as applicable, Sellers . Seller shall use commercially determine (in its reasonable efforts to deliver written notices judgment) the extent of the proposed transfer of any Asset to the holders of all preferential purchase rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from encumbering the Assets, and said determination shall be used by Seller to provide the Initial Purchase Price or Option Purchase Pricepreferential purchase right notifications. If, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed (i) prior to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise a holder of a preferential purchase right notifies Seller that it intends to exercise its rights with respect to an Asset to which its preferential purchase right applies (as determined in accordance with the agreement in which the preferential purchase right arises), or (ii) the time period for exercising such preferential right has not expired prior to the Closing or been waived by the holder thereof, then, in each case, the Asset covered by said preferential purchase right shall be excluded from the Assets to be conveyed to Buyer, the Purchase Price shall be reduced by the Allocated Value of said Asset as set forth on attached Exhibit C, and Sellers have not received written notice of an intent not Seller shall be entitled to exercise retain all proceeds paid for the affected Asset by the Person exercising such preferential right to purchase or a written waiver similar right. If the holder of the preferential purchase right (an “Outstanding Preferential Right”), fails to consummate the purchase of the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assetspreferential purchase right, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties Seller shall proceed to the Initial Closing promptly notify Buyer. Within ten (10) calendar days after Buyer’s receipt of such notice or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 whichever is later, Seller shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby sell to Buyer, effective as of the Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to purchase from Seller, such Asset under the terms of this AgreementAgreement for a price equal to the Allocated Value of such Asset as set forth on Exhibit C. Notwithstanding the foregoing, whereupon such properties Buyer shall have no obligation under this Agreement or otherwise to purchase the Asset if Buyer is not notified of the preferential purchase right holder’s failure to consummate the purchase of the Asset within ninety (90) calendar days following Closing. Subject to the last sentence of this Section 3.06, Seller will send out the applicable preferential right to purchase notices within five (5) business days after the date this Agreement is executed. In no event will Seller or any of its affiliates send any notices pursuant to this Section 3.06 until the earlier of (x) Buyer’s initial public announcement regarding this Agreement and interests shall no longer be deemed to be an Excluded Assetthe transactions contemplated hereby and (y) four (4) business days after the date this Agreement is executed.