Consents to Assignment and Preferential Rights to Purchase. (a) Promptly after the Execution Date (but no later than three Business Days thereafter), Seller shall prepare and send (i) notices to the holders of any required consents to assignment requesting consents to, (A) if not already obtained, the transfer of the Assets from Liberty to Kodiak Williston pursuant to the Liberty PSA and (B) the Conveyances and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights with respect to the Conveyances, in each case, in compliance with the terms of such rights and requesting waivers of such rights. Seller shall use commercially reasonable efforts to cause such consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to Closing (provided that Seller shall not be obligated to make any payments or undertake obligations in connection with the obtaining of such consents and waiver of preferential rights); and shall provide Purchaser with copies of all notices sent pursuant to this Section 6.3(a) and, promptly after Sellers’ receipt thereof (but no later than three Business Days thereafter), any responses from the holders of such consents and preferential purchase rights (or similar rights), as applicable, to such notices. Purchaser shall reasonably cooperate with Seller in seeking to obtain such consents to assignment and waivers of preferential rights. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful Closing of this Agreement pursuant to ARTICLE 8 as to those Assets for which preferential purchase rights have not been exercised. The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices shall be the Allocated Value for such Asset, subject to adjustment pursuant to Section 3.4. If, prior to the Closing Date, any Party discovers any required consents or preferential rights to purchase (applying to the Assets) for which notices have not been delivered pursuant to the first sentence of this Section 6.3(a), then (A) the Party making such discovery shall provide the other Party with written notification of such consents or preferential rights, as applicable, (B) Seller, following delivery or receipt of such written notification, will promptly send notices to the holders of the required consents requesting consents to the Conveyances and notices to...
Consents to Assignment and Preferential Rights to Purchase. (a) Promptly after the Execution Date, Sellers shall prepare and send (i) notices to the holders of any required consents to assignment that are set forth on Schedule 6.1(j) requesting consents to the transactions contemplated by this Agreement and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights that are set forth on Schedule 6.1(j) in compliance with the terms of such rights and requesting waivers of such rights. The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices shall be the Allocated Value for such Asset. Sellers shall use commercially reasonable efforts (at no cost to Sellers) to cause such consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to the Closing. Purchaser shall cooperate with Sellers in seeking to obtain such consents to assignment and waivers of preferential rights.
Consents to Assignment and Preferential Rights to Purchase. Assignor shall promptly prepare and send (i) notices to the holders of any required consents to assignment of any Assets requesting such consents and (ii) notices to the holders of any applicable preferential rights to purchase any Asset requesting waivers of such preferential rights to purchase. The consideration payable under this Agreement for any particular Assets for purposes of preferential purchase right notices for such Assets shall be agreed to by Assignor and Assignee prior to sending such notices. Assignor 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.
Consents to Assignment and Preferential Rights to Purchase. (a) Seller shall notify Buyer at least ten (10) Business Days prior to Closing of all required third-party consents to the assignment of the Assets to Buyer which have not been obtained and preferential rights to purchase which have not been waived and the Assets to which they pertain, as well as advise Buyer if the assignment of any Contract or other Asset without obtaining a consent would result in termination or material impairment of Seller's rights in such Contract or other Asset. In no event shall there be included in the Conveyances at Closing any Asset subject to a consent requirement that provides that transfer of the Asset without consent will result in a termination or other material impairment of any rights in relation to such Asset. In cases where the Asset subject to such a requirement is a Contract and Buyer is assigned the Properties to which the Contract relates, but the Contract is not transferred to Buyer due to the unwaived consent requirement, Seller shall continue after Closing to use commercially reasonable efforts to obtain such consent so that such Contract can be transferred to Buyer upon receipt of such consent. In cases where the Asset subject to such a requirement is a Property and the third-party consent to the sale and transfer of the Property is not obtained, or the preferential right to purchase has not been waived, prior to the Closing Date, Buyer may elect to treat the unsatisfied consent requirement or unwaived preferential right to purchase as a Title Defect and receive the appropriate purchase price adjustment under Section 2.3(b) by giving Seller notice thereof in accordance with Section 3.4(a), except that such notice may be given up to one (1) Business Day prior to the Closing Date. If an unsatisfied consent or preferential right to purchase requirement with respect to which a Purchase Price adjustment is made under Section 3.4 is subsequently satisfied prior to the date of the final adjustment to the Purchase Price under Section 8.4(b), conveyance of the Asset shall be promptly made to Buyer and Seller shall be paid the amount of the previous reduction in the Purchase Price and the provisions of this Section 3.5 shall no longer apply.
Consents to Assignment and Preferential Rights to Purchase. With respect to any Required Consents or any preferential rights to purchase any Asset or similar preferential rights held by a Third Party (excluding the Acquired Companies) that would be triggered by the purchase and sale of the Interests contemplated by this Agreement, Seller and Purchaser shall cooperate to promptly prepare and send notices to the relevant Third Parties (excluding Required Consents customarily obtained after Closing) to request the applicable Required Consents or waivers of preferential rights to this transaction. Seller and Purchaser shall cooperate and use commercially reasonable efforts to cause such applicable Required Consents and waivers of preferential rights (or the exercise thereof) to be obtained and delivered prior to Closing, provided Seller shall not be obligated to make any payment or provide other consideration to (or for the behalf of) the holders of such Required Consents or preferential rights to obtain and/or waive them. Except as provided in the preceding sentence, Seller shall have no liability for the failure to obtain such Required Consents or waivers. To the extent a Required Consent is not obtained prior to Closing, Seller shall reasonably cooperate with Purchaser in attempts to obtain such Required Consents for a period of sixty (60) days after the Closing. If the waiver of any such preferential purchase right is not obtained prior to Closing, then the provisions of Section 6.6 shall apply.
Consents to Assignment and Preferential Rights to Purchase. Promptly after the execution of this Agreement, Seller shall prepare and send (i) notices to the holders of any required consents to assignment, including without limitation, those set forth on Schedule C requesting consents to the transactions contemplated by this Agreement and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights, including without limitation, those set forth on Schedule J in compliance with the terms of such rights and requesting waivers of such rights. The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices shall be the Allocated Value for such Asset. Seller shall use commercially reasonable efforts (at no cost to Seller) to cause such consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to the Closing. If any third party exercises a preferential right to purchase any Assets prior to the Closing, Seller shall retain such Asset in order to convey such Asset(s) to such third party, and the Unadjusted Purchase Price shall be reduced by the Allocated Value of such Asset.
Consents to Assignment and Preferential Rights to Purchase. (a) Contributor shall use commercially reasonable efforts to cause consents to assignment and waivers of preferential rights to purchase or similar rights (all of which consents, preferential rights and similar rights are specifically described on Schedules 4.9(a) and 4.9(b)) (or the exercise thereof) to be obtained and delivered, provided that Contributor shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required consents and waivers. The Company shall cooperate with Contributor in a commercially reasonable manner in seeking to obtain such consents to assignment and waivers of preferential rights.
Consents to Assignment and Preferential Rights to Purchase. (a) Promptly after the Execution Date, Seller shall prepare and send (i) notices to the holders of any consents that are set forth, in the case of the SWEPI Assets, on Schedule A-6.1(i) and, in the case of the ULTRA Assets, on Schedule B-6.1(i) requesting consents to the transactions contemplated by this Agreement and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights that are set forth on Schedule A-6.1(i) and Schedule B-6.1(i) in compliance with the terms of such rights and requesting waivers of such rights. The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices shall be the Allocated Value for such Asset, if any, and if none, the allocated value for such Asset as may be mutually agreed by Seller and Purchaser, and if no agreement can be reached, as resolved by Accounting Referee in accordance with the dispute resolution provisions of Section 8.1.1 (the “Value”). Seller shall use commercially reasonable efforts (at no cost to Seller) to cause such consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to the Closing. Purchaser shall cooperate with Seller in seeking to obtain such consents to assignment and waivers of preferential rights.
Consents to Assignment and Preferential Rights to Purchase. (a) Promptly after the date hereof, Seller shall prepare and send (i) notices to the holders of any required consents to assignment that are applicable to the transactions contemplated by this Agreement and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights in compliance with the terms of such rights and requesting waivers of such rights. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including, without limitation, the successful Closing of this Agreement pursuant to Article 9. Seller shall use commercially reasonable efforts to cause such consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to Closing, provided that Seller shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required consents and waivers. Purchasers shall cooperate with Seller in seeking to obtain such consents to assignment and waivers of preferential rights.
Consents to Assignment and Preferential Rights to Purchase
