Preferential Purchase Rights and Consents. To Seller’s knowledge, except as set forth on Schedule 3.1(k), there are no consents to assign requiring a third party to consent to the assignment of the Assets (“Consents”) or preferential purchase rights providing an option or right to purchase any of the Assets (“Preferential Rights”).
Preferential Purchase Rights and Consents. There are no preferential purchase rights in respect of any of the Assets.
Preferential Purchase Rights and Consents. Except as set forth on Schedule 6.03(y), there are no preferential rights to purchase, consents or similar rights that are applicable to the transactions contemplated hereby.
Preferential Purchase Rights and Consents. Although Seller makes no warranty or representation with respect to the accuracy or completeness of Exhibits "A-1" and "A-2", certain preferential purchase rights or rights of approval or consent may exist with respect to the Leases under the agreements and Leases shown on Exhibits "A-1" and "A-2." Except with respect to Governmental Body approvals and other consents routinely acquired after a transfer, including the non-transferability requirement of any license, permit, right-of-way, franchise or easement, Seller shall use reasonable efforts to notify all holders of (i) preferential rights, (ii) rights of consent to the assignment of the Assets (other than governmental consents, which are to be handled pursuant to Sections 17.1 and 17.2), or (iii) rights of approval of the assignment of the Assets, of its intention to sell the portion of the Assets affected thereby, and, if necessary, the terms and conditions of this Agreement. Seller will not be liable to Buyer if any preferential rights are exercised, or any consents are denied, except as expressly provided in this Section 8.2. Seller shall promptly notify Buyer if any preferential rights are exercised, any consents or approvals denied, or if the requisite period has
Preferential Purchase Rights and Consents. All Material Agreements containing consent to assignment obligations and preferential right to purchase provisions that must be complied with prior to the assignment of the Assets to Buyer and to which Buyer is not otherwise a party are so identified in EXHIBIT B hereto (except such agreements with respect to which all necessary consents to assignment or waivers of preferential purchase rights have already been obtained by Sellers). Sellers shall send prior to Closing such notices and other documents as may be required in order to trigger preferential purchase rights which have been identified or Sellers shall obtain prior to Closing a waiver of the exercise of any preferential purchase rights; provided, however, the Closing shall not be delayed pending the running of the period during which any such right may be exercised or as a result of inability to obtain waivers of such rights and Buyer shall acquire the Assets subject to any such preferential rights. If a third party who has been offered an interest in an Asset pursuant to a preferential right to purchase elects prior to Closing to purchase all or part of such Asset pursuant to the aforesaid offer and Seller receives written notice of such election prior to the Closing Date, the interest or part thereof so affected will be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof. Should any such right be exercised subsequent to the Closing, Buyer shall convey the relevant assets to the exercising party and shall be entitled to the consideration to be paid therefor.
Preferential Purchase Rights and Consents. 20 8.1 Commercially Reasonable Efforts 20 8.2 Preferential Purchase Rights and Consents 20 ARTICLE IX COVENANTS OF SELLER 21 9.1 Covenants of Seller Pending Closing 21 9.2 Covenants Following Closing 22 9.3 Radio Frequency 22 ARTICLE X CLOSING CONDITIONS 22 10.1 Seller's Closing Conditions 22 10.2 Buyer's Closing Conditions 24 10.3 General Closing Conditions 25 10.4 Condition 25
Preferential Purchase Rights and Consents. (a) There are no rights or agreements that enable any third party to purchase or acquire any Asset or any interest therein or portion thereof as a result of or in connection with the execution or delivery of this Agreement or the consummation of the Transaction (“Preferential Purchase Rights”).
Preferential Purchase Rights and Consents. ARTICLE IX....................................................................19
Preferential Purchase Rights and Consents. To Seller's best knowledge, except as set forth in Part 1 of Exhibit G, there do not exist any preferential rights to purchase all or any portion of the Assets. To Seller's best knowledge, except for Governmental Consents and as set forth in Part II of Exhibit G, there are no consents or waivers necessary to convey any material portion of the Assets pursuant to this Agreement. Buyer's exclusive remedy for Seller's breach of this representation and warranty is set forth in Section 12.4.
Preferential Purchase Rights and Consents. 9.1 Third Party Notices—Seller shall request, from the appropriate parties (and in accordance with the documents creating such rights and/or requirements), any consent or approval of any third party, person or Governmental Authority that are customarily received prior to Closing (“Consents”) and shall send out notices for all options, rights of first refusal, or similar preferential purchase rights burdening any of the Assets (each a “Preferential Purchase Right”) applicable to the Assets, in compliance with the terms of all Contracts providing for such Preferential Purchase Rights. Seller shall promptly give notices to third parties holding either (i) any Consent rights, or (ii) Preferential Purchase Rights. Seller shall use all commercially reasonable efforts to obtain waivers of, or to comply with, any such Preferential Purchase Right or Consents prior to Closing.
