Common use of Sale and Purchase of Properties Clause in Contracts

Sale and Purchase of Properties. (a) On the terms and conditions hereinafter provided, Seller shall sell and convey to Purchaser, and Purchaser shall purchase and acquire from Seller, Seller's right, title and interest in and to all of the Properties. (b) During the Due Diligence Period, Seller may remove one or more Properties from this Agreement; provided that Seller shall not remove Properties that decrease the Purchase Price, in the aggregate, by more than 10% without Purchaser's prior written consent, which consent may be withheld in Purchaser's sole discretion. For each Property removed pursuant to this Section 2(b), Seller shall reimburse Purchaser for all out-of-pocket expenses incurred by Purchaser in connection with the Due Diligence Inspections for such removed Property and such expenses shall be included as an Approved Closing Cost pursuant to Section 13(b) below. (c) For each Property removed from this Agreement, the Purchase Price (excluding the Approved Closing Costs) shall be reduced by subtracting therefrom an amount equal to the Agreed Upon Percentage, as set forth on Exhibit B hereto, for each removed Property multiplied by the Purchase Price (excluding the Approved Closing Costs). Following all such reductions, Exhibit B shall be modified to proportionally reallocate the reduced Purchase Price (excluding the Approved Closing Costs) among the remaining Properties and the Agreed Upon Percentage for each Property and the Annual Basic Rent Factor for all of the Properties shall be adjusted accordingly.

Sale and Purchase of Properties. (a) On the terms and conditions hereinafter provided, Seller shall sell and convey to Purchaser, and Purchaser shall purchase and acquire from Seller, Seller's ’s right, title and interest in and to all of the Properties. (b) During the Due Diligence Period, Seller may remove one or more Properties from this Agreement; provided that Seller shall not remove Properties that decrease the Purchase Price, in the aggregate, by more than 10% without Purchaser's ’s prior written consent, which consent may be withheld in Purchaser's ’s sole discretion. For each Property removed pursuant to this Section 2(b), Seller shall reimburse Purchaser for all out-of-pocket expenses incurred by Purchaser in connection with the Due Diligence Inspections for such removed Property and such expenses shall be included as an Approved Closing Cost pursuant to Section 13(b) belowProperty. (c) For each Property removed from this AgreementAgreement during the Due Diligence Period, the Purchase Price (excluding the Approved Closing Costs) shall be reduced by subtracting therefrom an amount equal to the Agreed Upon Percentage, as set forth on Exhibit B hereto, for each removed Property multiplied by the Purchase Price (excluding the Approved Closing Costs)Price. Following all such reductions, Exhibit B shall be modified to proportionally reallocate the reduced Purchase Price (excluding the Approved Closing Costs) among the remaining Properties and the Agreed Upon Percentage for each Property and the Annual Basic Rent Factor for all of the Properties shall be adjusted accordingly.