Common use of Third-Party Failure to Purchase Clause in Contracts

Third-Party Failure to Purchase. If (i) a third party exercises a Preferential Purchase Right for an Asset, but fails to close the purchase on or before the final determination of the Base Purchase Price pursuant to Section 11.3, and the time for the exercise of such Preferential Purchase Right has expired, or (ii) a Preferential Purchase Right is waived by the applicable third party or the time for the exercise of such Preferential Purchase Right expires without exercise, Sellers shall give written notice to Buyer of such event, and Buyer shall purchase such Asset for the Allocated Value set forth on Exhibit “C” for such Asset and on the terms and conditions set forth in this Agreement including the Effective Time set forth in this Agreement, the adjustments applicable to such Asset under Section 3.3, and the conditions precedent to Closing set forth in Article 10; provided, however, that Buyer shall not be responsible for, and Sellers shall indemnify, defend and hold harmless Buyer Group from and against any and all Claims and Losses related to the failed Preferential Purchase Right pursuant to Section 16.4.

Third-Party Failure to Purchase. If (i) a third party exercises an Asset is subject to a Preferential Purchase Right, and (a) such Asset was removed from this Agreement pursuant to Section 9.2(b) and the Preferential Purchase Right for an Asset, but is waived or deemed waived after Closing or (b) a third-party that has exercised such Preferential Purchase Right (x) fails to close the purchase on for any reason within sixty (60) days after Closing (or before such longer period as may be provided for under the final determination of the Base Purchase Price pursuant to Section 11.3, and the time for the exercise of applicable Contract(s) creating such Preferential Purchase Right Right) and as a result such third-party no longer has expired, any rights with respect to such Asset(s) or (iiy) a otherwise forfeits its Preferential Purchase Right is waived by the applicable third party or the time for the exercise of such Preferential Purchase Right expires without exerciseRight, Sellers Seller shall give written notice to Buyer of such eventwaiver, failure to close, or forfeiture, as applicable, and Buyer shall purchase such Asset Asset(s) for the Allocated Value therefor as set forth on Exhibit Exhibits “CC-1” for such Asset or “C-2” and on the terms and conditions set forth in this Agreement (including the Effective Time as set forth in this Agreement, the adjustments applicable to such Asset under Section 3.3, and the conditions precedent to Closing set forth in Article 10; provided, however, that Buyer shall not be responsible for, and Sellers shall indemnify, defend and hold harmless Buyer Group from and against any and all Claims and Losses related to the failed Preferential Purchase Right pursuant to Section 16.4).