Offering Partner Failure to Close Offer. If the Offeree Partner(s) have timely and properly delivered a ROFO Acceptance Notice, but thereafter the sale contemplated thereby fails to close within the Closing Period as a result of a default of the Offering Partner (which default is not cured within ten (10) days following the occurrence thereof), then the Offering Partner shall be in material default hereunder and the Offeree Partner(s) shall have the right to either (1) seek specific performance from the Offering Partner in respect of such sale or (2) elect not to close, in which event the Offering Partner shall return the Deposit to the Offeree Partner(s), the Offering Partner shall pay to the Offeree Partner(s) an amount equal to the Deposit, and the Offering Partner shall reimburse the Offeree Partner(s) for the reasonable third-party, out-of-pocket costs actually incurred and paid by the Offeree Partner(s) in connection with exercising the relevant Offer. Further, thereafter, the Offering Partner shall not under any circumstance be entitled to (x) issue a ROFO Acceptance Notice, (y) initiate a Buy-Sell pursuant to Section 9.1 or (z) initiate a Forced Sale pursuant to Section 9.2(a).
Appears in 7 contracts
Samples: BLACK CREEK INDUSTRIAL REIT IV Inc., BLACK CREEK INDUSTRIAL REIT IV Inc., Limited Liability Company Agreement (Industrial Property Trust Inc.)
