Consents and Preferential Rights. (a) The Parties acknowledge that certain of the consents and preferential rights set forth on Schedule 3.2 will, if Seller attempts to assign the Property Agreements affected by such consents, impair the effectiveness of the Assignment of the Assets or terminate the affected Property Agreement by reason of the attempted assignment (such consents and preferential rights being referred to herein as the “Required Consents”). Seller shall continue to be obligated to use its commercially reasonable efforts to procure all Required Consents set forth on Schedule 3.2 for a period of time ending 90 days following Closing (the “Consent Period”).
(b) If any Required Consent has not been obtained by Seller at or prior to the Closing, Seller will so notify Buyer and the Assets affected by such Required Consents will not be assigned to Buyer at Closing, and the Base Purchase Price will be reduced by an amount equal to the Allocated Value attributable to the affected Asset(s), or interest therein, affected by such outstanding Required Consent in accordance with the provisions of Section 2.6, subject to the further provisions of Section 7.3(c) below.
(c) If any Required Consent not obtained by Closing is not obtained prior to the end of the Consent Period, the affected Asset, or interest therein, will not be assigned to Buyer and neither Seller nor Buyer will have any further obligation under this Agreement with respect to said Asset or interest therein except for Seller’s obligations as to Retained Liabilities; provided, however, that Buyer and Seller may mutually agree to sell and purchase any such excluded Asset or interest therein affected by a Required Consent obtained following the end of the Consent Period. If a Required Consent is obtained during the Consent Period, Buyer will pay Seller the Allocated Value of the applicable Assets as part of the Final Settlement Statement process and Seller will assign the applicable portion of the Assets to Buyer no later than the Final Settlement Date.
Consents and Preferential Rights. Seller shall promptly prepare and send (i) notices to the holders of any required consents to assignment requesting such consents and (ii) notices to the holders of any applicable preferential rights to purchase which are set forth on Schedule 4.11 requesting waivers of such preferential rights to purchase. The consideration payable under this Agreement for any particular property for purposes of preferential purchase right notices shall be the portion of the Purchase Price attributable to such property. Seller shall use commercially reasonable efforts to cause such consents and waivers of preferential rights to purchase (or the exercise thereof) to be obtained and delivered prior to Closing. Buyer shall cooperate with Seller in seeking to obtain such consents and waivers of preferential rights.
Consents and Preferential Rights. Except as disclosed on Schedule 5.09, none of the Assets, or any portion thereof, is subject to any preferential rights to purchase, options to purchase, or required Third Party consents to assignment which may be applicable to the transactions contemplated by this Agreement, except those consents and approvals from Governmental Authorities for the assignment of the Assets by Sellers to Buyer that are customarily obtained after closing in connection with a transaction similar to the one contemplated by this Agreement.
Consents and Preferential Rights. Seller represents that at or prior to Closing all material consents, and approvals of all persons required to permit the transfer of the Property and the consummation of the transactions contemplated hereby and which consents or approvals, if not received, could have a material adverse effect shall have been obtained, and all preferential purchase rights to any portion of the Property shall have been waived, or the time period for their exercise shall have expired without such exercise.
Consents and Preferential Rights. Immediately following the execution of this Agreement, Seller will notify the holders of the consent rights and preferential rights set forth on Schedule 3.2. Seller will exercise commercially reasonable efforts to satisfy all of such requirements prior to the Closing.
Consents and Preferential Rights. Except for the maintenance of uniform interest provision within joint operating or similar agreements and Routine Governmental Approvals, Exhibit 4.1(g) contains a complete and accurate list of all rights of first refusal, preferential purchase rights (“Preferential Rights”) to purchase the Properties and consents by lessors under the Leases, parties to joint venture or area of mutual interest agreements (“Consents”) which must be obtained for the assignment of the Properties to Buyer.
Consents and Preferential Rights. There are no unwaived preferential purchase rights held by third parties affecting any part of the Collateral or rights of third parties to prohibit the pledge or mortgage of any part of the Collateral without the consent of such third parties.
Consents and Preferential Rights. Except as set forth on Schedule 3.9, and Customary Consents, (a) there are no Consents that are required to be obtained, made, or complied with for or in connection with the sale, assignment, or transfer of any Asset, or any interest therein by Seller, in each case as contemplated by this Agreement or the other Transaction Documents, (b) there are no preferential purchase rights, rights of first refusal, rights of first offer or similar rights that grant to any Person the option to purchase or acquire any Asset, in each case, that are applicable to the transfer of the Assets by Seller as contemplated by this Agreement (each, a “Preferential Right”), and (c) there are no tag-along rights, drag-along rights or other similar rights that are applicable to the transfer of the Assets by Seller as contemplated by this Agreement.
Consents and Preferential Rights. Except as set forth on Schedule L, to Seller’s knowledge there are no third party consents to assignment required for the transfer of the Assets from Seller to Purchaser at Closing (other than consents to assignment from governmental authorities that are customarily obtained after Closing) or preferential rights to purchase or other rights of first refusal held by third parties that are triggered by the transfer or conveyance of the Assets to Purchaser pursuant to this Agreement.
Consents and Preferential Rights. An Interest is subject to a consent to assign which consent has not been obtained (other than consents or approvals from governmental authorities which are typically obtained after Closing), or is subject to a preferential right to purchase which right has not been either waived or exercised.
