Common use of Preferential Rights Clause in Contracts

Preferential Rights. 1. If any Preferential Right affecting any portion of the Assets is exercised and consummated prior to the Closing Date, that portion of the Assets affected by such Preferential Right shall be deemed to be Excluded Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer to give notice (with such adjustment being an "Exclusion Adjustment"). 2. If by Closing, the time frame for the exercise of such Preferential Rights has not expired and Seller has not received notice of an intent not to exercise or a waiver of the Preferential Right, that portion of the Assets affected by such Preferential Right shall be included in the Assets and assigned to Buyer at Closing. If such Preferential Right is exercised, the provisions of Section 4.5.B.3 shall apply. 3. If the affected Asset has been conveyed to Buyer at Closing, and a Preferential Right affecting the Asset is consummated after Closing, Buyer agrees to convey such affected Asset to the party exercising such Preferential Right on the same terms and conditions under which Seller conveyed such Assets to Buyer and retain all amounts paid by the party exercising such Preferential Right. In the event of such exercise, Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising party, such conveyance to be in form and substance as provided in this Agreement, and Seller agrees to hold harmless and indemnify Buyer from any and all liabilities and obligations associated with such conveyed Asset.

Preferential Rights. 1If any of the Properties are burdened with preferential purchase rights, the assignment of the Properties subject to such preferential rights shall be conditioned upon Seller obtaining the necessary waiver or expiration of such right, and this Agreement shall not constitute an assignment or attempted assignment thereof without such waiver or expiration. If the time for exercising any Preferential Right affecting any portion of preferential purchase right has not expired and the Assets is exercised and consummated holder thereof has not waived the same prior to the Closing Date, that portion of the Assets Property affected by such Preferential Right preferential right shall be deemed conveyed to Buyer at Closing, subject to the preferential right and without any reduction in the Purchase Price. If the holder of the preferential right elects to purchase the Property affected by the preferential right after Closing, Buyer shall be obligated to convey such Property to the holder of such preferential right and Buyer shall be entitled to the proceeds resulting therefrom. If, prior to Closing, a holder of a preferential purchase right notifies Seller that it intends to exercise its rights with respect to any of the Properties to which its preferential purchase right applies, the Properties covered by said preferential purchase right shall be excluded from the Properties to be Excluded Assets conveyed to Buyer, and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer to give notice (with such adjustment being an "Exclusion Adjustment"). 2. If by Closing, the time frame for the exercise of such Preferential Rights has not expired and Seller has not received notice of an intent not to exercise or a waiver of the Preferential Right, that portion of the Assets affected by such Preferential Right shall be included in the Assets and assigned to Buyer at Closing. If such Preferential Right is exercised, the provisions of Section 4.5.B.3 shall apply. 3. If the affected Asset has been conveyed to Buyer at Closing, and a Preferential Right affecting the Asset is consummated after Closing, Buyer agrees to convey such affected Asset to the party exercising such Preferential Right on the same terms and conditions under which Seller conveyed such Assets to Buyer and retain all amounts paid reduced by the party exercising such Preferential Right. In the event of such exercise, value allocated to said Properties by Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising party, such conveyance to be in form and substance as provided in this Agreement, and Seller agrees to hold harmless and indemnify Buyer from any and all liabilities and obligations associated accordance with such conveyed AssetSection 3.

Preferential Rights. 1If any of the Properties are subject to -------------------- preferential purchase rights, rights of first refusal, consents to assign, Lessor's approvals, or similar rights (collectively, "preferential rights"), Seller shall promptly upon the execution of this Agreement by the parties hereto notify all holders of preferential rights of its intention to sell the leases affected thereby. Seller shall promptly notify Buyer if the preferential rights are exercised, or if the requisite period has elapsed without said rights having been exercised. If any Preferential Right affecting any portion party that elects to exercise a preferential purchase right fails to consummate the purchase of the Assets is exercised and consummated prior to the Closing Date, that portion of the Assets affected Properties covered by such Preferential Right shall be deemed to be Excluded Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer to give notice (with such adjustment being an "Exclusion Adjustment"). 2. If by Closing, the time frame for the exercise of such Preferential Rights has not expired and Seller has not received notice of an intent not to exercise or a waiver of the Preferential Right, that portion of the Assets affected by such Preferential Right shall be included in the Assets and assigned to Buyer at Closing. If such Preferential Right is exercised, the provisions of Section 4.5.B.3 shall apply. 3. If the affected Asset has been conveyed to Buyer at Closing, and a Preferential Right affecting the Asset is consummated after Closing, Buyer agrees to convey such affected Asset to the party exercising such Preferential Right on right upon the same terms and conditions offered under this Agreement. The parties agree that the values associated with the Properties for which Seller conveyed a preferential right has been exercised will be determined as treated as a Title Defect pursuant to Paragraph 10(a) above. All Properties for which preferential purchase rights have been waived, or for which the period to exercise such Assets rights has expired prior to Closing shall be sold to Buyer and retain all amounts paid by at Closing pursuant to the party exercising such Preferential Right. In the event provisions of such exercise, Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising party, such conveyance to be in form and substance as provided in this Agreement, and . Seller agrees to hold harmless and indemnify Buyer from is not aware of any and all liabilities and obligations associated with such conveyed Assetpreferential rights affecting the Properties.

Preferential Rights. 1. If any Preferential Right affecting any portion of the Assets is exercised and consummated prior to the Closing Date, that portion of the Assets affected by such Preferential Right shall be deemed to be Excluded Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer or Seller to give notice (with such adjustment being an "“Exclusion Adjustment"”). 2. If by Closing, the time frame for the exercise of such Preferential Rights has not expired and Seller has not received notice of an intent not to exercise or a waiver of the Preferential Right, that portion of the Assets affected by such Preferential Right shall be included in the Assets and assigned to Buyer at Closing. If such Preferential Right is exercised, the provisions of Section 4.5.B.3 6.19.B.3 shall apply. 3. If the affected Asset has been conveyed to Buyer at Closing, and a Preferential Right affecting the Asset is consummated after Closing, Buyer agrees to convey such affected Asset to the party Party exercising such Preferential Right on the same terms and conditions under which Seller conveyed such Assets to Buyer and retain all amounts paid by the party Party exercising such Preferential Right and Seller shall pay Buyer interest on the portion of the Purchase Price paid by Buyer at the Agreed Rate from the date of Closing until Buyer is paid by the Party exercising such Preferential Right. In the event of such exercise, Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising partyParty, such conveyance to be in form and substance as provided in this Agreement, and Seller agrees to hold harmless and indemnify Buyer from any and all liabilities and obligations associated with such conveyed Asset.

Preferential Rights. 1If any of the Properties are burdened with preferential purchase rights, the assignment of the Properties subject to such preferential rights shall be conditioned upon Sellers obtaining the necessary waiver or expiration of such right, and this Agreement shall not constitute an assignment or attempted assignment thereof without such waiver or expiration. If the time for exercising any Preferential Right affecting any portion of preferential purchase right has not expired and the Assets is exercised and consummated holder thereof has not waived the same prior to the Closing Date, that portion of the Assets Property affected by such Preferential Right preferential right shall be deemed conveyed to Buyer at Closing, subject to the preferential right and without any reduction in the Purchase Price. If the holder of the preferential right elects to purchase the Property affected by the preferential right after Closing, Buyer shall be obligated to convey such Property to the holder of such preferential right and Buyer shall be entitled to the proceeds resulting therefrom. If, prior to Closing, a holder of a preferential purchase right notifies Sellers that it intends to exercise its rights with respect to any of the Properties to which its preferential purchase right applies, the Properties covered by said preferential purchase right shall be excluded from the Properties to be Excluded Assets conveyed to Buyer, and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer to give notice (with such adjustment being an "Exclusion Adjustment"). 2. If by Closing, the time frame for the exercise of such Preferential Rights has not expired and Seller has not received notice of an intent not to exercise or a waiver of the Preferential Right, that portion of the Assets affected by such Preferential Right shall be included in the Assets and assigned to Buyer at Closing. If such Preferential Right is exercised, the provisions of Section 4.5.B.3 shall apply. 3. If the affected Asset has been conveyed to Buyer at Closing, and a Preferential Right affecting the Asset is consummated after Closing, Buyer agrees to convey such affected Asset to the party exercising such Preferential Right on the same terms and conditions under which Seller conveyed such Assets to Buyer and retain all amounts paid reduced by the party exercising such Preferential Right. In the event of such exercise, value allocated to said Properties by Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising party, such conveyance to be in form and substance as provided in this Agreement, and Seller agrees to hold harmless and indemnify Buyer from any and all liabilities and obligations associated accordance with such conveyed AssetSection 3.

Preferential Rights. 1Sellers have identified all preferential rights known to Sellers which are applicable to the transactions contemplated hereby, and will request, from the Persons holding such preferential rights (and in accordance with the documents creating such rights), execution of waivers thereof. If any Preferential Right affecting any portion the holders of a preferential right exercise such right, Sellers shall tender to such Person the Assets is exercised and consummated prior to required interest in the Closing Date, that portion of the Assets affected by such Preferential Right shall be deemed to be Excluded Assets and the Purchase Price shall be adjusted downward by an amount Asset at a price equal to the Allocated Value (reduced appropriately, as determined by mutual agreement of Buyer and Sellers, if less than the entire Asset must be tendered), and to the extent that such affected Assets without preferential right is exercised and such interest in such Asset is actually sold to the requirement for Buyer Person so exercising such right, such interest in the Asset will be excluded from the transactions contemplated hereby and the Purchase Price will be adjusted downward by the amount actually paid to give notice (with such adjustment being an "Exclusion Adjustment"). 2Sellers by the Person exercising the preferential right. If by ClosingIf, on the Closing Date, the time frame for the exercise holder of such Preferential Rights a preferential right has not expired indicated whether or not it will exercise such preferential right and Seller the time period within which the holder of the preferential right must exercise its right has not received notice of an intent not to exercise or a waiver of lapsed, the Preferential Right, that portion of the Parties shall proceed with Closing on those Assets affected by such Preferential Right the preferential right and Buyer shall be included in assume the responsibility for conveying the Assets and assigned to Buyer at Closing. If such Preferential Right is exercised, the provisions of Section 4.5.B.3 shall apply. 3. If the affected Asset has been conveyed to Buyer at Closing, and a Preferential Right affecting the Asset is consummated after Closing, Buyer agrees to convey such affected Asset to the party exercising such Preferential Right on holder of the same terms and conditions under which Seller conveyed such Assets to Buyer and retain all amounts paid by preferential right should the party exercising such Preferential Right. In the event of such exercise, Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising party, such conveyance to be in form and substance as provided in this Agreement, and Seller agrees to hold harmless and indemnify Buyer from any and all liabilities and obligations associated with such conveyed Assetholder timely exercise its preferential right.

Preferential Rights. 1. If any Preferential Right affecting any portion of the Assets is exercised and consummated prior to the Closing Date, that portion of the Assets affected by such Preferential Right shall be deemed to be Excluded Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets Exclusion Adjustment without the requirement for Buyer or Seller to give notice (with such adjustment being an "Exclusion Adjustment")notice. 2. If by Closing, the time frame for the exercise of such Preferential Rights has not expired and Seller has not received notice of an intent not to exercise or a waiver of the Preferential Right, that portion of the Assets affected by such Preferential Right shall be included in the Assets and assigned to Buyer at Closing. If such Preferential Right is exercised, the provisions of Section 4.5.B.3 4.6.B.3 shall apply. 3. If the affected Asset has been conveyed to Buyer at Closing, and a Preferential Right affecting the Asset is consummated after Closing, Buyer agrees to convey such affected Asset to the party Party exercising such Preferential Right on the same terms and conditions under which Seller conveyed such Assets to Buyer and retain all amounts paid by the party Party exercising such Preferential Right. In the event of such exercise, Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising partyParty, such conveyance to be in form and substance as provided in this Agreement, and Seller agrees to hold harmless and indemnify Buyer from any and all liabilities and obligations associated with such conveyed Asset.

Preferential Rights. 1. If any Preferential Right affecting any portion of the Assets is exercised and consummated prior to the Closing Date, that portion of the Assets affected by such Preferential Right shall be deemed to be Excluded Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer or Seller to give notice (with such adjustment being an "Exclusion Adjustment")notice. 2. If by Closing, the time frame for the exercise of such Preferential Rights has not expired and Seller has not received notice of an intent not to exercise or a waiver of the Preferential Right, that portion of the Assets affected by such Preferential Right shall be included in the Assets and assigned to Buyer at Closing. If such Preferential Right is exercised, the provisions of Section 4.5.B.3 4.6.B.3 shall apply. 3. If the affected Asset has been conveyed to Buyer at Closing, and a Preferential Right affecting the Asset is consummated after Closing, Buyer agrees to convey such affected Asset to the party Party exercising such Preferential Right on the same terms and conditions under which Seller conveyed such Assets to Buyer and retain all amounts paid by the party Party exercising such Preferential Right. In the event of such exercise, Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising partyParty, such conveyance to be in form and substance as provided in this Agreement, and Seller agrees to hold harmless and indemnify Buyer from any and all liabilities and obligations associated with such conveyed Asset.

Preferential Rights. 1. If any Preferential Right affecting any portion of the Assets is exercised and consummated prior to the Closing Date, that portion of the Assets affected by such Preferential Right shall be deemed to be Excluded Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer to give notice (with such adjustment being an "“Exclusion Adjustment"”). 2. If by Closing, the time frame for the exercise of such Preferential Rights has not expired and Seller has not received notice of an intent not to exercise or a waiver of the Preferential Right, that portion of the Assets affected by such Preferential Right shall be included in the Assets and assigned to Buyer at Closing. If such Preferential Right is exercised, the provisions of Section 4.5.B.3 4.4.B.3 shall apply. 3. If the affected Asset has been conveyed to Buyer at Closing, and a Preferential Right affecting the Asset is consummated after Closing, Buyer agrees to convey such affected Asset to the party exercising such Preferential Right on the same terms and conditions under which Seller conveyed such Assets to Buyer and retain all amounts paid by the party exercising such Preferential Right. In the event of such exercise, Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising party, such conveyance to be in form and substance as provided in this Agreement, and Seller agrees to hold harmless and indemnify Buyer from any and all liabilities and obligations associated with such conveyed Asset.