of Awards.
If a condemnation or
casualty occurs after the date hereof and this Agreement is not terminated as
provided for in Section 15.1, then this Agreement shall remain in full force and
effect and Seller shall proceed with construction of the Shell Building
Improvements (including restoration of any damaged portions thereof) and the
Buyer shall pay the Purchase Price without reduction, and in the case of a
condemnation, at the Closing:
(A)
IF ANY CONDEMNATION AWARD HAS BEEN PAID TO
SELLER PRIOR TO CLOSING, BUYER SHALL RECEIVE A CREDIT AT CLOSING EQUAL TO
(I) THE AMOUNT OF ANY SUCH AWARD ON ACCOUNT OF SUCH CONDEMNATION, LESS (II) AN
AMOUNT EQUAL TO THE SELLER-ALLOCATED AMOUNTS; AND
(B)
TO THE EXTENT THAT ANY SUCH AWARD HAS NOT
BEEN PAID TO SELLER PRIOR TO CLOSING, SELLER SHALL ASSIGN TO BUYER AT THE
CLOSING (WITHOUT RECOURSE TO SELLER) THE RIGHTS OF SELLER TO, AND BUYER SHALL BE
ENTITLED TO RECEIVE AND RETAIN ANY SUCH AWARD; PROVIDED, HOWEVER, THAT PROMPTLY
FOLLOWING RECEIPT OF SUCH AWARDS OR PROCEEDS, BUYER SHALL PAY TO SELLER AN
AMOUNT EQUAL TO THE SELLER-ALLOCATED AMOUNTS NOT PREVIOUSLY PAID TO SELLER.
15.3
Waiver.
The provisions of this Article 15
supersede the provisions of any applicable Laws with respect to the subject
matter of this Article 15.
ARTICLE 16 - MISCELLANEOUS
16.1
Buyer's Assignment.
(A)
BUYER SHALL NOT ASSIGN THIS AGREEMENT OR
ITS RIGHTS HEREUNDER TO ANY INDIVIDUAL OR ENTITY, WITHOUT THE PRIOR WRITTEN
CONSENT OF SELLER, WHICH CONSENT SELLER MAY GRANT OR WITHHOLD IN ITS SOLE AND
ABSOLUTE DISCRETION, AND ANY SUCH ASSIGNMENT SHALL BE NULL AND VOID AB INITIO.
ANY TRANSFER, DIRECTLY OR INDIRECTLY, OF ANY STOCK, PARTNERSHIP INTEREST OR
OTHER OWNERSHIP INTEREST IN BUYER SHALL CONSTITUTE AN ASSIGNMENT OF THIS
AGREEMENT; PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT APPLY TO, OR BE
CONSTRUED TO PROHIBIT OR LIMIT IN ANY WAY THE TRANSFER OF STOCK IN, A PUBLICLY
TRADED COMPANY.
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(B)
NOTWITHSTANDING THE ABOVE PROVISIONS OF
SECTION 16.1(A) TO THE CONTRARY, BUYER MAY, UPON NOTICE TO (EXCEPT TO THE EXTENT
THAT BUYER IS PRECLUDED BY APPLICABLE LAW OR REGULATIONS) BUT WITHOUT THE
REQUIREMENT OF CONSENT BY SELLER, ASSIGN THIS AGREEMENT TO A CORPORATION,
PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST OR OTHER ENTITY CONTROLLED BY OR
UNDER COMMON CONTROL WITH BUYER OR IN CONNECTION WITH ANY MERGER, CONSOLIDATION,
OR OTHER REORGANIZATION AFFECTING BUYER, OR A SALE OF ANY SUBSTANTIAL PORTION OF
BUYER'S ASSETS.
NOTWITHSTANDING ANY SUCH ASSIGNMENT, BUYER SHALL REMAIN LIABLE
UNDER THIS AGREEMENT AND NOT BE RELEASED FROM ANY OBLIGATION OR LIABILITY
HEREUNDER.
(C)
IN THE EVENT BUYER INTENDS TO SEEK SELLER'S
CONSENT TO AN ASSIGNMENT OF ITS RIGHTS HEREUNDER:
(I)
BUYER SHALL SEND SELLER WRITTEN NOTICE OF ITS
REQUEST AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE CLOSING DATE, WHICH NOTICE
SHALL INCLUDE THE LEGAL NAME AND STRUCTURE OF THE PROPOSED ASSIGNEE AND EVIDENCE
REASONABLY SATISFACTORY TO SELLER OF THE VALID LEGAL EXISTENCE OF BUYER'S
ASSIGNEE, ITS QUALIFICATION (IF NECESSARY) TO DO BUSINESS IN THE JURISDICTION IN