Preference Rights and Transfer Requirements. With respect to each Preference Right, (i) each holder of such Preference Right has waived such Preference Right or (ii) the time in which such Preference Right may be exercised has expired and no suit, action or other proceeding has been initiated by a third party seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby in connection with a claim to enforce such Preference Right. All Transfer Requirements related to the DBJV Interest have been complied with or otherwise satisfied.
Preference Rights and Transfer Requirements. (a) Purchaser’s purchase of the Assets is expressly subject to all validly existing and applicable Preference Rights and Transfer Requirements. “Preference Right” means any right or agreement that enables any person or entity to purchase or acquire any Asset or any interest therein or portion thereof as a result of or in connection with the sale, assignment or other transfer of any Asset or any interest therein or portion thereof as contemplated in this document. “Transfer Requirement” means any consent, approval, authorization or permit of, or filing with or notification to, any person which is required to be obtained, made or complied with for or in connection with any sale, assignment or transfer of any Asset or any interest therein, other than any consent of, notice to, filing with, or other action by governmental bodies in connection with the sale or conveyance of oil and/or gas leases or interests therein or Surface Contracts or interests therein, if they are not required prior to the assignment of such oil and/or gas leases, Surface Contracts or interests or they are customarily obtained subsequent to the sale or conveyance (including consents from state agencies). To the knowledge of the officers of Seller, none of the Assets, or any portion thereof, is subject to any Preference Right or Transfer Requirement which may be applicable to the acquisition contemplated by this Agreement, except for (i) Preference Rights and Transfer Requirements contained in easements, rights-of-way or equipment leases and (ii) Preference Rights and Transfer Requirements as are set forth on Exhibit E. Within 10 Business Days of execution of this Agreement, Seller shall initiate all procedures which in Seller’s good faith judgment are reasonably required to comply with or obtain the waiver of all Preference Rights and Transfer Requirements set forth in Exhibit E with respect to the acquisition contemplated by this Agreement. Seller shall not be obligated to pay any consideration to (or incur any cost or expense for the benefit of) the holder of any Preference Right or Transfer Requirement in order to obtain the waiver thereof or compliance therewith.
Preference Rights and Transfer Requirements. (a) The Transactions are expressly subject to all validly existing and applicable Preference Rights and Transfer Requirements. Within ten days after the date of this Agreement, Seller shall, subject to Buyer’s prior review of Seller’s consent request letters and Preference Right waiver request letters, initiate all procedures which are reasonably required to comply with or obtain the waiver of all Preference Rights and Transfer Requirements with respect to the Transactions. Seller shall use its Reasonable Best Efforts to obtain all applicable consents and to obtain waivers of applicable Preference Rights.
(b) Upon the exercise of any Preference Right after the Closing with respect to any Purchased Asset conveyed to Buyer, Buyer shall tender the required interest in such Purchased Asset affected by such Preference Right, at the Allocated Value for such affected Purchased Asset (or portion thereof) to the holder, or holders, of such right. In return for tendering the Purchased Asset to such holders, Buyer shall collect and retain such amount from such purchaser as its sole and exclusive remedy for such exercise of a Preferential Right. At Closing, Seller will assign to Buyer the Purchased Asset, including any Purchased Asset that is subject to an unexercised Preference Right, subject to such right to purchase.
Preference Rights and Transfer Requirements. Except as disclosed in Schedule 4, the Subject Interests and the Production Payment are not and will not be subject to, and neither Seller nor any Affiliate of either Seller is bound by, any Preference Rights or Transfer Requirements which apply to the Conveyance of the Production Payment to Buyer and which, if not waived or satisfied, would be likely to adversely affect the value of the Production Payment or would be likely to adversely affect in any material respect the use or operation of the Subject Interests or would be likely to interfere in any material respect with the transactions contemplated by this Agreement or the Related Agreements.
Preference Rights and Transfer Requirements. None of the Assets (except as set forth in Schedule 5.4 with respect to Transfer Requirements) or the Interests is subject, in whole or in part, to any Preference Right or Transfer Requirement which may be applicable to the transactions contemplated by this Agreement.
Preference Rights and Transfer Requirements. None of the System Assets or any portion of any of them is subject to any Preference Right or Transfer Requirement which may be applicable to the transactions contemplated by this Agreement, except (i) as set forth in Schedule 4.4, and (ii) Post Closing Consents.
Preference Rights and Transfer Requirements. None of the DBJV Assets or the DBJV Interest is subject, in whole or in part, to any Preference Right or Transfer Requirement which may be applicable to the transactions contemplated by this Agreement, except as set forth on Schedule 4.4.
Preference Rights and Transfer Requirements. None of the System Assets, the Western Gas Wyoming Interest, the Fort Union Partnership Interest, or any portion of any of them is subject to any Preference Right or Transfer Requirement which may be applicable to the transactions contemplated by this Agreement, except (i) as set forth in Schedule 4.4, and (ii) Post Closing Consents.
Preference Rights and Transfer Requirements. None of the MGR Assets, the MGR Interest, the Rendezvous Interest or any portion of any of them is subject to any Preference Right or Transfer Requirement which may be applicable to the transactions contemplated by this Agreement, except as set forth in Schedule 4.4.
Preference Rights and Transfer Requirements. With respect to each Preference Right, (i) each holder of such Preference Right has waived such Preferred Right or (ii) the time in which such Preference Right may be exercised has expired and no suit, action or other proceeding has been initiated by a third party seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby in connection with a claim to enforce such Preference Right. All Transfer Requirements described in Schedule 4.4 that provide that transfer of a System Asset without compliance with such Transfer Requirement would reasonably be expected to result in termination or other material impairment of any rights in relation to such System Asset, have been complied with or otherwise satisfied. All Transfer Requirements related to the Chipeta Interest have been complied with or otherwise satisfied.
