Common use of USE AND POSSESSION Clause in Contracts

USE AND POSSESSION. Unless the Parties otherwise agree in writing, IPS may not dispose of the Building or Facilities, by declaring them as surplus pursuant to the Master Facilities Plan or otherwise, during the initial two years of the Initial Term of this Agreement. If IPS determines that the Building and/or Facilities should be declared surplus or disposed of after the initial two years of the Initial Term of this Agreement, IPS shall give written notice of such determination to Operator by no later than October 31. If IPS provides such notice, Operator shall have the right to continue to operate the School in the Building for the remainder of the School Year in which such notice is provided and through the end of the immediately subsequent School Year (“Continuation Period”). Operator shall have 10 business days after receiving such notice to inform IPS in writing as to whether it wishes to engage in negotiations to purchase the Building and/or Facilities to be declared as surplus or otherwise disposed of. If Operator elects to engage in such negotiations, then for a period of no fewer than 120 days after Operator has provided IPS with such written notice, Operator shall have the exclusive right to negotiate with IPS for the purchase of the Building and/or Facilities, and the Parties shall conduct any such negotiations in good faith. If no such agreement for the purchase by Operator of the Building and/or Facilities is reached, and the Parties do not otherwise agree on a new location for the School, then this Agreement shall terminate as of the end of the Continuation Period.