Common use of Discussions Between the Parties Clause in Contracts

Discussions Between the Parties. The Parties shall negotiate in good faith to resolve any disputed issues concerning Title Defects or Property Value Reductions or Property Value Increases between the time ▇▇▇▇▇▇ ▇▇▇ivers its response and the Closing Date, in order to agree upon the aggregate Title Price Adjustment for all Title Defects. The Closing Settlement Price shall reflect the terms so negotiated by the Parties. Without limitation, one or more of the following procedures may be used with respect to particular outstanding or disputed Title Defects and corresponding Property Value Reductions or Property Value Increases: (i) If any Property is burdened by a Title Defect which may be cured by Seller after Closing and if there is a Title Price Adjustment, then Seller may propose to cure such Title Defect at its own expense after Closing. If the Property Value Reduction to be paid by Buyer to Seller for such Title Defect is the entire Allocated Value of the Property, then the Property shall be excluded from the Operating Assets to be owned by the Subsidiaries and the Partnership at Closing, Buyer may withhold from the Settlement Price the Allocated Value of the Property and Seller shall instead, effective as of the day before the Closing Date, assign that Property to a different subsidiary of Seller, and (unless and until such Property is reconveyed to the Partnership pursuant to other provisions herein) Seller shall indemnify Buyer against any liabilities, costs and expenses of any kind relating or arising in any fashion from such Property. If within an agreed upon period not to exceed two (2) months, Seller cures the Title Defect to Buyer's reasonable satisfaction, Buyer shall pay Seller the amount withheld from the Settlement Price for such Title Defect, as determined above, and Seller's subsidiary shall deliver an assignment of such Property to Buyer. If the Title Defect is not cured to Buyer's reasonable satisfaction within such period, the Buyer shall make no further payment for such Property, and Seller's subsidiary shall not be required to assign the Property to Buyer. If the Title Defect is partially cured, then Buyer shall pay Seller the amount withheld from the Settlement Price, as determined above, allocable to the cured portion of the Title Defect, Buyer shall retain the remainder of such proceeds and Seller's subsidiary shall assign to Buyer the portion of the Property allocable to the cured portion of the Title Defect. (ii) If at Closing, the Parties reasonably disagree upon the existence or amount of a Property Value Reduction attributable to a Title Defect asserted by Buyer which is not a liquidated amount as set forth in Section 6.4(a) and (b), and if there is a Title Price Adjustment, then the Parties may nevertheless mutually elect to proceed to Closing as scheduled and to resolve the correct amount of such Property Value Reduction after Closing. In such an instance, Seller shall deliver to the escrow agent for the escrow account, instruments executed by

Discussions Between the Parties. The Parties shall negotiate in good ------------------------------- faith to resolve any disputed issues concerning Title Defects or Property Value Reductions or Property Value Increases between the time ▇▇▇▇▇▇ ▇▇▇ivers ▇▇▇ delivers its response and the Closing Date, in order to agree upon the aggregate Title Price Adjustment for all Title Defects. The Closing Settlement Price shall reflect the terms so negotiated by the Parties. Without limitation, one or more of the following procedures may be used with respect to particular outstanding or disputed Title Defects and corresponding Property Value Reductions or Property Value Increases: (i) If any Property is burdened by a Title Defect which may be cured by Seller after Closing and if there is a Title Price Adjustment, then Seller may propose to cure such Title Defect at its own expense after Closing. If the Property Value Reduction to be paid by Buyer to Seller for such Title Defect is the entire Allocated Value of the Property, then the Property shall be excluded from the Operating Assets to be owned by the Subsidiaries and the Partnership at Closing, Buyer may withhold from the Settlement Price the Allocated Value of the Property and Seller shall instead, effective as of the day before the Closing Date, assign that Property to a different subsidiary of Seller, and (unless and until such Property is reconveyed to the Partnership pursuant to other provisions herein) Seller shall indemnify Buyer against any liabilities, costs and expenses of any kind relating or arising in any fashion from such Property. If within an agreed upon period not to exceed two (2) months, Seller cures the Title Defect to Buyer's reasonable satisfaction, Buyer shall pay Seller the amount withheld from the Settlement Price for such Title Defect, as determined above, and Seller's subsidiary shall deliver an assignment of such Property to Buyer. If the Title Defect is not cured to Buyer's reasonable satisfaction within such period, the Buyer shall make no further payment for such Property, and Seller's subsidiary shall not be required to assign the Property to Buyer. If the Title Defect is partially cured, then Buyer shall pay Seller the amount withheld from the Settlement Price, as determined above, allocable to the cured portion of the Title Defect, Buyer shall retain the remainder of such proceeds and Seller's subsidiary shall assign to Buyer the portion of the Property allocable to the cured portion of the Title Defect. (ii) If at Closing, the Parties reasonably disagree upon the existence or amount of a Property Value Reduction attributable to a Title Defect asserted by Buyer which is not a liquidated amount as set forth in Section 6.4(a) and (b), and if there is a Title Price Adjustment, then the Parties may nevertheless mutually elect to proceed to Closing as scheduled and to resolve the correct amount of such Property Value Reduction after Closing. In such an instance, Seller shall deliver to the escrow agent for the escrow account, instruments executed byby the Partnership, dated effective as of the day before the Closing Date, individually assigning to another subsidiary of Seller each Property subject to the Title Defects for which the Parties have agreed to resolve the correct amount of such Property Value Reduction after Closing, and the applicable Property Value Reduction used for computing the Closing Settlement Price shall be the Allocated Value of each such Property. Such Allocated Value amounts shall instead be paid into the escrow account. If within an agreed period (not to exceed sixty (60) days), Seller and Buyer agree upon the correct amount of a Property Value Reduction, the escrow agent shall be instructed to deliver the assignment of such Property to Buyer, and to pay the Buyer the Property Value Reduction agreed upon and to pay to Seller the remaining portion of the Allocated Value for such Property. Each Party shall also be entitled to receive its proportionate part of any earned interest allocable to the amounts paid by the escrow agent, and they shall bear any escrow fees and expenses equally. If during such period, the Parties do not agree upon the correct amount of a Property Value Reduction and neither Party has requested that such value be determined by Arbitration under Section 21.16, then the escrow agent shall deliver to Seller the assignment for the Property burdened by such uncured Title Defect, and shall return to Buyer the escrowed proceeds, including accrued interest, but deducting any applicable escrow fees. Such Property shall be excluded from the sale hereunder shall instead be assigned to Seller's other subsidiary, and Seller shall indemnify Buyer against any liabilities, costs and expenses of any kind relating or arising in any fashion from such Property. If the value has been submitted to Arbitration under Section 21.16, then promptly after the Arbitator's ruling, the Parties shall deliver instructions directing the escrow agent to perform in accordance with such ruling. (iii) If the Parties reasonably and in good faith disagree upon the amount of a Property Value Reduction attributable to a Title Defect asserted by Buyer, which is not a liquidated amount as set forth in Section 6.4(a) and (b), and if there is a Title Price Adjustment, then either Party may elect to have the disagreement resolved by Arbitration in accordance with Section 21.16.

Discussions Between the Parties. The Parties shall negotiate in good ------------------------------- faith to resolve any disputed issues concerning Title Defects Environmental Conditions or Property Environmental Condition Value Reductions or Property Value Increases between the time ▇▇▇▇▇▇ ▇▇▇ivers ▇▇▇ delivers its response and the Closing Date, in order and to agree upon the aggregate Title Environmental Price Adjustment for all Title DefectsEnvironmental Conditions. The Closing Settlement Price shall reflect the terms so negotiated by the Parties. Without limitation, the Parties may agree to one or more of the following procedures may be used with respect to particular outstanding or disputed Title Defects Environmental Conditions and corresponding Property Environmental Condition Value Reductions or Property Value IncreasesReduction: (i) If any Property is burdened by a Title Defect an Environmental Condition which may be cured by Seller after Closing and if there is a Title Price Adjustmentthe Partnership before Closing, then Seller the parties may propose mutually agree to allow the Partnership to cure such Title Defect Environmental Condition at its own Seller's expense after before Closing. If the Property In such case, no Environmental Condition Value Reduction to shall be paid by Buyer to Seller asserted for such Title Defect is Environmental Condition, but the entire Allocated Value of the Property, then the Property shall be excluded from the Operating Assets to be owned by the Subsidiaries and the Partnership at Closing, Buyer may withhold from the Settlement Price the Allocated Value of the Property and Seller shall instead, effective as of the day before the Closing Date, assign that Property to a different subsidiary of Seller, and (unless and until such Property is reconveyed to the Partnership pursuant to other provisions herein) Seller shall indemnify Buyer against any liabilities, costs and expenses of any kind relating or arising in any fashion from such Property. If within an agreed upon period not to exceed two (2) months, Seller cures the Title Defect to Buyer's reasonable satisfaction, Buyer shall pay Seller the amount withheld from the Settlement Price for such Title Defect, as determined above, and Seller's subsidiary shall deliver an assignment of such Property to Buyer. If the Title Defect is not cured to Buyer's reasonable satisfaction within such period, the Buyer shall make no further payment for such Property, and Seller's subsidiary cure shall not be required to assign the Property to Buyer. If the Title Defect is partially cured, then Buyer shall pay Seller the amount withheld from deducted in computing the Settlement Price, as determined above, allocable to the cured portion of the Title Defect, Buyer shall retain the remainder of such proceeds and Seller's subsidiary shall assign to Buyer the portion of the Property allocable to the cured portion of the Title Defect. (ii) If Seller and Buyer agree for Buyer to retain the risks associated with such Environmental Condition, then Seller and Buyer may negotiate the terms of a mutually acceptable agreement to be delivered by Seller to Buyer at Closing, whereby Seller would indemnify and defend Buyer against any and all risks, losses, claims and damages that might be incurred by Buyer, the Subsidiaries or the Partnership as a result of the Environmental Condition. In such case, no Environmental Condition Value Reduction shall be asserted for such Environmental Condition. (iii) If at Closing, there is an Environmental Price Adjustment and the Parties reasonably disagree upon the existence or amount of a Property an Environmental Condition Value Reduction attributable to a Title Defect an Environmental Condition asserted by Buyer, for which Seller and Buyer which is do not a liquidated amount as set forth in Section 6.4(a) and (b), and if there is a Title Price Adjustmentagree for Seller to provide an indemnity to Buyer, then the Parties may nevertheless mutually elect to proceed to Closing as scheduled and to resolve the correct amount of such Property Environmental Condition Value Reduction after Closing. In such an instance, the Partnership shall execute an instrument, dated effective as of the day before the Closing Date, assigning to another subsidiary of Seller each Property subject to the Environmental Conditions for which the Parties have agreed to resolve the correct amount of such Environmental Condition, and Seller shall deliver such instrument(s) to the escrow agent for the escrow account. In such event, instruments executed bySeller shall indemnify the Partnership, the Subsidiaries and the Buyer for and against all Liabilities relating to such Property unless and until such property is reconveyed to the Partnership pursuant to further provisions hereof. Further, the Settlement Price paid to Seller at Closing shall be reduced by the amount of the Allocated Value of the Property burdened by such Environmental Conditions. Such amount of the Environmental Price Adjustment amount shall instead be paid into the escrow account. If within an agreed period (not to exceed sixty (60) days) Seller and Buyer agree upon the correct amount of a Environmental Condition Value Reduction, the escrow agent shall be instructed to deliver the assignment of such Property to Buyer together with the amount of the agreed upon Environmental Condition Value Reduction, and to pay to Seller the remainder of the Allocated Value for such Property, plus any earned interest, but less any associated escrow fees and expenses. If during such period, the Parties do not agree upon the correct amount of an Environmental Condition Value Reduction, then the escrow agent (1) shall, pursuant to Seller's directions, either deliver the assignment for the Property burdened by such uncured Environmental Condition to Seller's subsidiary or destroy such assignment, and (2) shall return to Buyer the escrowed proceeds, including accrued interest, but deducting any applicable escrow fees. If the Seller instructs the escrow agent to deliver the assignment of the Property to Seller's subsidiary, such Property shall be excluded from the sale hereunder; if the Seller instructs the escrow agent to destroy the assignment of the Property, such Property shall be included in the Operating Assets of the Partnership that are within the sale hereunder, but the Settlement Price shall not reflect any amounts allocable to such Property. (iv) If at Closing, there is an Environmental Price Adjustment and the Parties reasonably disagree upon the existence or amount of an Environmental Condition Value Reduction attributable to an Environmental Condition asserted by Buyer and if the Parties do not elect to place proceeds in escrow, then the Parties shall resolve such disagreement in accordance with Section 21.16.

Discussions Between the Parties. The Parties shall negotiate in good faith to resolve any disputed issues concerning Title Defects Environmental Conditions or Property Environmental Condition Value Reductions or Property Value Increases between the time ▇▇▇▇▇▇ ▇▇▇ivers its response and the Closing Date, in order and to agree upon the aggregate Title Environmental Price Adjustment for all Title DefectsEnvironmental Conditions. The Closing Settlement Price shall reflect the terms so negotiated by the Parties. Without limitation, the Parties may agree to one or more of the following procedures may be used with respect to particular outstanding or disputed Title Defects Environmental Conditions and corresponding Property Environmental Condition Value Reductions or Property Value IncreasesReduction: (i) If any Property is burdened by a Title Defect an Environmental Condition which may be cured by Seller after Closing and if there is a Title Price Adjustmentthe Partnership before Closing, then Seller the parties may propose mutually agree to allow the Partnership to cure such Title Defect Environmental Condition at its own Seller's expense after before Closing. If the Property In such case, no Environmental Condition Value Reduction to shall be paid by Buyer to Seller asserted for such Title Defect is Environmental Condition, but the entire Allocated Value of the Property, then the Property shall be excluded from the Operating Assets to be owned by the Subsidiaries and the Partnership at Closing, Buyer may withhold from the Settlement Price the Allocated Value of the Property and Seller shall instead, effective as of the day before the Closing Date, assign that Property to a different subsidiary of Seller, and (unless and until such Property is reconveyed to the Partnership pursuant to other provisions herein) Seller shall indemnify Buyer against any liabilities, costs and expenses of any kind relating or arising in any fashion from such Property. If within an agreed upon period not to exceed two (2) months, Seller cures the Title Defect to Buyer's reasonable satisfaction, Buyer shall pay Seller the amount withheld from the Settlement Price for such Title Defect, as determined above, and Seller's subsidiary shall deliver an assignment of such Property to Buyer. If the Title Defect is not cured to Buyer's reasonable satisfaction within such period, the Buyer shall make no further payment for such Property, and Seller's subsidiary cure shall not be required to assign the Property to Buyer. If the Title Defect is partially cured, then Buyer shall pay Seller the amount withheld from deducted in computing the Settlement Price, as determined above, allocable to the cured portion of the Title Defect, Buyer shall retain the remainder of such proceeds and Seller's subsidiary shall assign to Buyer the portion of the Property allocable to the cured portion of the Title Defect. (ii) If Seller and Buyer agree for Buyer to retain the risks associated with such Environmental Condition, then Seller and Buyer may negotiate the terms of a mutually acceptable agreement to be delivered by Seller to Buyer at Closing, whereby Seller would indemnify and defend Buyer against any and all risks, losses, claims and damages that might be incurred by Buyer, the Subsidiaries or the Partnership as a result of the Environmental Condition. In such case, no Environmental Condition Value Reduction shall be asserted for such Environmental Condition. (iii) If at Closing, there is an Environmental Price Adjustment and the Parties reasonably disagree upon the existence or amount of a Property an Environmental Condition Value Reduction attributable to a Title Defect an Environmental Condition asserted by Buyer, for which Seller and Buyer which is do not a liquidated amount as set forth in Section 6.4(a) and (b), and if there is a Title Price Adjustmentagree for Seller to provide an indemnity to Buyer, then the Parties may nevertheless mutually elect to proceed to Closing as scheduled and to resolve the correct amount of such Property Environmental Condition Value Reduction after Closing. In such an instance, the Partnership shall execute an instrument, dated effective as of the day before the Closing Date, assigning to another subsidiary of Seller each Property subject to the Environmental Conditions for which the Parties have agreed to resolve the correct amount of such Environmental Condition, and Seller shall deliver such instrument(s) to the escrow agent for the escrow account. In such event, instruments executed bySeller shall indemnify the Partnership, the Subsidiaries and the Buyer for and against all Liabilities relating to such Property unless and until such property