PURPOSE OF DETERMINING
THE SPECIFIC DISPUTED ASSERTED TITLE DEFECTS AND ASSERTED TITLE DEFECT AMOUNTS
SUBMITTED BY EITHER PARTY AND MAY NOT AWARD DAMAGES, INTEREST OR PENALTIES TO
EITHER PARTY WITH RESPECT TO ANY MATTER.
SELLER AND PURCHASER SHALL EACH BEAR
ITS OWN LEGAL FEES AND OTHER COSTS OF PRESENTING ITS CASE.
EACH PARTY SHALL
BEAR ONE-HALF OF THE COSTS AND EXPENSES OF THE TITLE ARBITRATOR.
Section 3.5
Consents to Assignment and Preferential Rights to
Purchase.
(A)
SELLER WILL USE REASONABLE EFFORTS, CONSISTENT WITH INDUSTRY PRACTICES IN
TRANSACTIONS OF THIS TYPE, TO IDENTIFY, WITH RESPECT TO ALL ASSETS, THE NAMES
AND ADDRESSES OF ALL PARTIES HOLDING PREFERENTIAL RIGHTS AND CONSENTS APPLICABLE
TO THE TRANSACTIONS CONTEMPLATED HEREBY.
IN ATTEMPTING TO IDENTIFY THE NAMES
AND ADDRESSES OF SUCH PARTIES HOLDING SUCH PREFERENTIAL RIGHTS AND CONSENTS,
SELLER SHALL IN NO EVENT BE OBLIGATED TO GO BEYOND ITS OWN RECORDS.
SELLER WILL
REQUEST, FROM THE PARTIES SO IDENTIFIED (AND FROM ANY PARTIES IDENTIFIED BY
PURCHASER PRIOR TO CLOSING WHO HAVE PREFERENTIAL RIGHTS OR FROM WHOM A CONSENT
MAY BE REQUIRED), IN ACCORDANCE WITH THE DOCUMENTS CREATING SUCH RIGHTS,
EXECUTION OF WAIVERS OF PREFERENTIAL RIGHTS OR CONSENTS SO IDENTIFIED.
SELLER
SHALL HAVE NO OBLIGATION OTHER THAN TO IDENTIFY SUCH PREFERENTIAL RIGHTS AND
CONSENTS AND TO SO REQUEST SUCH EXECUTION OF WAIVERS OF PREFERENTIAL RIGHTS AND
CONSENTS (INCLUDING, WITHOUT LIMITATION, SELLER SHALL HAVE NO OBLIGATION TO
ASSURE THAT SUCH WAIVERS OF PREFERENTIAL RIGHTS AND CONSENTS ARE OBTAINED).
(B)
WITH RESPECT TO PREFERENTIAL RIGHTS BUT NOT CONSENTS, IF A PERSON FROM
WHOM A WAIVER OF A PREFERENTIAL RIGHT IS REQUESTED REFUSES TO GIVE SUCH WAIVER
PRIOR TO CLOSING, THE INTEREST IN THE ASSET SUBJECT TO SUCH PREFERENTIAL RIGHT
WILL BE EXCLUDED FROM THE TRANSACTION CONTEMPLATED HEREBY, SUCH INTEREST IN SUCH
ASSET WILL BECOME AN "EXCLUDED ASSET" FOR ALL PURPOSES HEREUNDER (EXCEPT IN THE
CASE OF ANY SUBSEQUENT TRANSFER OF SUCH INTEREST IN SUCH ASSET TO PURCHASER
PURSUANT TO THE FOLLOWING SENTENCE) AND THE PURCHASE PRICE WILL BE ADJUSTED
DOWNWARD BY THE ALLOCATED VALUE (PROPORTIONATELY REDUCED TO THE EXCLUDED
INTEREST) FOR SUCH INTEREST IN SUCH ASSET.
IF WITHIN NINETY (90) DAYS FOLLOWING
CLOSING SUCH HOLDER DOES WAIVE ITS PREFERENTIAL RIGHT, THEN PURCHASER AGREES
THAT, WITHIN FIVE (5) DAYS FOLLOWING SELLER'S NOTICE THEREOF, THE PARTIES HERETO
WILL CONDUCT A SUBSEQUENT CLOSING (IN ACCORDANCE WITH SAME TERMS HEREOF) FOR THE
PURCHASE AND SALE OF SUCH EXCLUDED ASSET.
(C)
IF (I) AN ASSET IS SUBJECT TO A CONSENT THAT PROHIBITS THE TRANSFER OF
SUCH ASSET WITHOUT COMPLIANCE WITH THE PROVISIONS OF SUCH CONSENT, (II) THE
FAILURE TO COMPLY WITH OR OBTAIN SUCH CONSENT WILL RESULT IN A TERMINATION OR
OTHER MATERIAL IMPAIRMENT OF ANY RIGHTS IN RELATION TO SUCH ASSET AND (III) SUCH
CONSENT IS NOT OBTAINED OR COMPLIED WITH PRIOR TO THE CLOSING, THEN
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UNLESS OTHERWISE AGREED TO BY PURCHASER AND SELLER, THE ASSET OR PORTION THEREOF
AFFECTED BY SUCH CONSENT WILL BE EXCLUDED FROM THE TRANSACTIONS CONTEMPLATED
HEREBY, SUCH ASSET WILL BECOME AN "EXCLUDED ASSET" FOR ALL PURPOSES