Xxxxxx Professional Office Building Sample Clauses

Xxxxxx Professional Office Building. The Parties are working with the holder of the right of first refusal encumbering the Xxxxxx Professional Office Building to obtain the acknowledgement of the holder of such right that the execution and delivery of this Agreement and the consummation of the transactions described herein will not trigger the right of first refusal. Seller and Buyer shall use their Commercially Reasonable Efforts to obtain such acknowledgement. In connection with such efforts, Buyer will acknowledge that the right of first refusal, although not triggered by the transactions described herein, shall remain a covenant running with the Xxxxxx Professional Office Building and be enforceable against Buyer in accordance with its terms with respect to potential transactions occurring subsequent to Closing. To the extent that the holder of the right of first refusal does not acknowledge that the execution and delivery of this Agreement do not trigger its right of first refusal and the Parties allocate a portion of the Purchase Price to the Xxxxxx Professional Office Building pursuant to Section 2.6, Seller will promptly use Commercially Reasonable Efforts to follow the procedures set forth in the agreement giving rise to such right of first refusal and Buyer understands that if the party holding such right of first refusal exercises its rights, the Xxxxxx Professional Office Building will not be included among the Assets transferred to Buyer at Closing. If Seller is not able to deliver title to the Xxxxxx Professional Office Building as a consequence of the exercise of the right of first refusal encumbering the property, the net proceeds of the sale of the Xxxxxx Professional Office Building will be included among the Assets transferred to Buyer at Closing. If the sale of the Xxxxxx Professional Office Building to the holder of the right of first refusal occurs after Closing, Seller shall deliver the net proceeds of such sale to Buyer promptly after the completion of such sale. If, after having exercised its right of first refusal, the holder of the right of first refusal fails, after Closing, to complete the acquisition of the Xxxxxx Professional Building in accordance with the right of first refusal and such right is thereby terminated, Seller will convey that Xxxxxx Professional Office Building to Buyer promptly upon the termination of such right.
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