Enterprise Drive Sample Clauses

Enterprise Drive. Notwithstanding any provision herein to the contrary, Seller Parties and Buyer acknowledge that as of the date hereof, the Xxxxxx Matters (as defined below) are still outstanding with respect to that certain property located at 00000 Xxxxxxxxxx Xxxx., Xxxxx Xxxx, XX 00000 (the “Enterprise Drive Property”) and owned by Cabot IV – IL1B04, LLC (the “Enterprise Drive Owner”). Seller Parties shall use diligent and commercially reasonable efforts to cause the Enterprise Release (as defined below) on or prior to March 1, 2018. In the event the Enterprise Release does not occur on or prior to March 1, 2018, Buyer may elect, in its sole and absolute discretion, not to acquire the Enterprise Drive Owner and Enterprise Drive Property by delivering written notice to Seller Parties of such election (the “Exclusion Notice (Enterprise Drive)”) no later than March 8, 2018. If such written notice is delivered by Buyer on or before March 8, 2018, (i) the Enterprise Drive Owner shall be deemed an “Excluded Entity” and the limited liability company interests in the Enterprise Drive Owner (the “Enterprise Drive Interests”) shall be deemed “Excluded Interests”, in each case for all purposes under this Agreement (ii) this Agreement shall be deemed modified to exclude the Enterprise Drive Owner and the Enterprise Drive Property from this Agreement, (iii) the Purchase Price shall be reduced by the Agreed Value of the Enterprise Drive Property (i.e., $38,470,000), (iv) Seller Parties and Buyer shall have no further obligations or liabilities with respect to the Enterprise Drive Property hereunder other than those obligations and liabilities expressly stated to survive the termination of this Agreement, and (v) Seller Parties shall cause (or cause the applicable Target Company to cause), at the sole cost and expense of the Seller Parties, including any transfer taxes payable as a result of such conveyance, all Enterprise Drive Interests to be distributed out (the “Enterprise Distribution”) such that following such distribution, no Enterprise Drive Interests shall be owned, in whole or in part, by any Target Company. The Enterprise Distribution shall be structured and completed in a manner reasonably acceptable to Buyer, and otherwise shall not result in a breach of Section 2.12 or the interim operating covenants contained in Sections 4.1(d), 4.1(e), 4.1(ff) or 5.4. As used herein, (i) “Xxxxxx Matters” means that certain Lis Pendens Notice filed against the Enterprise Drive Property ...
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