Consents; Preferential Purchase Rights Sample Clauses

Consents; Preferential Purchase Rights. Except (a) for the Consents and Preferential Rights set forth in Schedule 3.4, (b) for any Customary Post-Closing Consents, (c) under Applicable Contracts that are terminable by SM or its assignee upon not greater than 60 days notice without payment of any fee, and (d) for any waiver required from the Federal Energy Regulatory Commission (“FERC”) for the transfer of FERC-regulated transportation capacity, there are no Consents or Preferential Rights, including requirements for consents from Third Parties to any assignment, in each case, that would be applicable in connection with the transfer of the Assets to Buyers or the consummation by SM of the transactions contemplated by this Agreement.
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Consents; Preferential Purchase Rights. Except for Customary Post-Closing Consents and those Consents set forth on Schedule 6.15, there are no Consents and no PPRs, rights of first refusal or similar rights that are applicable to the transfer of the Assets in connection with this Agreement.
Consents; Preferential Purchase Rights. Except for Customary Post-Closing Consents and those consents set forth on Schedule 6.15, there are no consents that are applicable to the transfer of the Assets in connection with this Agreement or the transactions contemplated hereby. There are no PPRs applicable to the transfer of the Assets in connection with this Agreement or the transactions contemplated hereby.
Consents; Preferential Purchase Rights. To Seller’s Knowledge, except for Customary Post-Closing Consents and those Consents set forth on Schedule 6.15, there are no Consents and no preferential purchase rights, rights of first refusal or similar rights that are applicable to the transfer of the Assets in connection with this Agreement.
Consents; Preferential Purchase Rights. Assuming compliance with the HSR Act (if applicable) and entry of the Sale Order, except as set forth on Schedule 4.4(a), no material Consent is required to be obtained by either Seller in connection with the transfer of the Assets to Buyer or its Affiliate Designees, as applicable, the execution, delivery or performance by such Seller of this Agreement or the Transaction Documents or the consummation by such Seller of the transactions contemplated hereby or thereby, other than any consent the failure of which to obtain would not have a material adverse effect. Except for Permitted Liens or as set forth on Schedule 4.4(b), there are no valid and enforceable preferential purchase rights, rights of first refusal or similar rights to which any Seller is a party or to which the Assets are subject that are applicable to the transactions contemplated hereby.
Consents; Preferential Purchase Rights 

Related to Consents; Preferential Purchase Rights

  • Preferential Rights to Purchase Buyer's good faith allocation of values as set forth in Exhibit C shall be used to prepare an allocation of the Purchase Price to Assets that are, subject to Seller's Knowledge (as such term is defined below), subject to preferential rights to purchase and will be set forth in Schedule 3.07. Seller will use reasonable efforts to send out the applicable preferential right to purchase notices within five (5) Business Days after the date this Agreement is executed. Seller shall provide to Buyer for Buyer's reasonable approval the form of all preferential right notices. As used herein, the terms "Seller's Knowledge" and "to the knowledge of Seller" shall construed to mean the actual knowledge of a matter (without investigation) of an executive officer of Seller or its general partner, or William G. Foster, Land Manager. Seller shall use its reasonable efxxxxx xx xxxxxx xith all preferential right to purchase provisions relative to any Asset prior to the Closing. If, prior to Closing, a holder of a preferential purchase right notifies Seller that it intends to exercise it rights with respect to an Asset to which its preferential purchase right applies (as determined in accordance with the agreement in which the preferential purchase right arises), the Asset covered by said preferential purchase right shall be excluded from the Assets to be conveyed to Buyer, and the Purchase Price shall be reduced by the Allocated Value of said Asset. Buyer acknowledges and agrees that Seller shall attempt to determine (in its good faith judgment) the extent of the preferential purchase rights encumbering the Assets, and said determination shall be used by Seller to provide the preferential purchase right notifications. If the holder of the preferential purchase right fails to consummate the purchase of the Asset subject to the preferential purchase right or fails to respond to the notice by Closing, Seller and Buyer shall proceed with Closing and the sale of the Asset to Buyer, it being expressly understood and agreed hereby that in such case, Buyer shall purchase such Asset(s) subject to the effects of such preferential purchase right, and such preferential purchase right and any and all liability arising therefrom shall be deemed to be an Assumed Obligation (as such term is defined in Section 14.02 hereof).

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