Preferential Purchase Rights and Consents. To each Seller’s knowledge, except as set forth on Schedule 3.1(l), 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. (a) As provided in Section 4.1(l), certain preferential purchase rights or rights of approval or consent may exist with respect to the Leases under the agreements and Leases shown on Schedule 4.1(i). Sellers 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 of the terms and conditions of this Agreement. Sellers shall not be liable to Buyer if any preferential rights are exercised, or any consents are denied, except as expressly provided in this Section 8.
1. Sellers shall promptly notify Buyer if any preferential rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If, prior to Closing, any such preferential rights are timely and properly exercised, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Schedule 3.1.
(b) If any additional third party preferential purchase rights are discovered after Closing, or if a third party preferential rights holder alleges improper notice, then Buyer agrees to cooperate with Sellers in giving effect to any such valid third party preferential purchase rights which are binding on Buyer. In the event any such third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Sellers shall be the return by Sellers to Buyer of that portion of the Purchase Price (without interest) allocated under Schedule 3.1 to the portion of the Assets on which such rights are exercised and lost by Buyer to such third party, less the proceeds of production net of all expenses, capital expenditures, royalties, and costs of operations (including plugging and abandonment expenses but excluding mortgage interest and any burdens or encumbrances created by Buyer which shall be released prior to this payment) allocable to such interest, without interest. If there is no allocation under Schedule 3.1 for the portion of the Assets on which such rights are alleged or exercised, then the Parties shall use their commercially reaso...
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. 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.
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”).
(b) There are no additional approvals, consents, ratifications, waivers, or other authorization (including any Governmental Authorization) from any third party which is required to be obtained in connection with the execution or delivery of this Agreement or the consummation of the Transaction (“Consents”).
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. ARTICLE IX....................................................................19
Preferential Purchase Rights and Consents. Schedule 6.02(v) sets forth those preferential rights to purchase, consents or similar rights that are applicable to the transactions contemplated hereby.
