Preferential Rights and Third Party Consents Sample Clauses

Preferential Rights and Third Party Consents. Seller will request, from the appropriate parties (and in accordance with the documents creating such rights and/or requirements), waivers of the preferential rights to purchase, or requirements that consent to assignment be obtained, if any, which are identified in Section 6.5 of the Seller Disclosure Schedule. Seller shall have no obligation hereunder other than to so request such waivers (i.e., Seller shall have no obligation to assure that such waivers are obtained), and if all such waivers (or any other waivers of preferential rights to purchase or requirements that consent be obtained to assignment, even if the same are not listed on such Section 6.5) are not obtained, Buyer may treat any waiver which is not obtained as a matter which causes Seller's title to not be Defensible Title ; provided, however, that if the unobtained waiver is a waiver of a preferential right to purchase, and if both Buyer and Seller agree to this treatment of such matter (and agree upon an appropriate allocation of the Purchase Price), Seller will tender (at the agreed allocated portion of the Purchase Price) the required interest in the Property affected by such unwaived preferential right to purchase to the holder, or holders, of such right who have elected not to waive such preferential right to purchase, and if, and to the extent that, such preferential right to purchase is exercised by such party or parties, such interest in such Property will be excluded from the transaction contemplated hereby and the Purchase Price will be reduced by the amount paid, or to be paid, by the party exercising such preferential right to purchase (and Seller shall collect such amount from such purchaser).
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Preferential Rights and Third Party Consents. Except as set forth in Section 6.5 of the Seller’s Disclosure Schedule, no preferential rights to purchase burden Seller’s sale of the Properties to Buyer. Seller will request from the appropriate parties (and in accordance with the documents creating such requirements), the consents to assignment identified in Section 6.5 of the Seller’s Disclosure Schedule and shall diligently pursue obtaining such consents. If Seller does not obtain such consents prior to Closing, such absence of consent shall be treated at Closing as a Post-Closing Title Defect under Section 8.4(c).
Sample 1
Preferential Rights and Third Party Consents. Seller will, and Gasco will cause Seller to, request, from the appropriate parties (and in accordance with the documents creating such rights and/or requirements), waivers of any preferential rights to purchase or other requirements of consent to assignment. Seller shall have no obligation hereunder other than to so request waivers, and if any such waiver is not obtained, Buyer may treat any waiver with respect to Real Property Interests which is not obtained as a Title Defect; provided that if the unobtained waiver is a waiver of a preferential right to purchase and such necessary waiver of the preferential right is obtained or the period to exercise such right expires before the Closing Date, such waiver shall not be considered a Title Defect.
Sample 1
Preferential Rights and Third Party Consents. (a) Sellers have prior to execution of this Agreement provided, or shall promptly (and in no case later than three (3) Business Days following entry of the Sale Order by the Bankruptcy Court) give, notice to Third Parties holding any option, right of first refusal, or similar preferential purchase right burdening any of the Assets (each a “Preferential Purchase Right”). Sellers shall use all Commercially Reasonable Efforts, but without obligation to incur any unreasonable cost or expense, to obtain waivers of, or comply with, any such Preferential Purchase Right prior to Closing. At Buyer’s request and as permitted by Law, Sellers agree to diligently seek Bankruptcy Court orders voiding or conditioning any such rights so as to allow Buyer to acquire such Assets in accordance with this Agreement. If a Preferential Purchase Right is exercised prior to Closing, and to the extent that the Bankruptcy Court does not void or condition such right, then at Buyer’s option, the Asset subject thereto shall become an Excluded Asset and the Purchase Price shall be reduced by the Allocated Value thereof, and Sellers shall convey the affected Property to the holder of such right and be entitled to all amounts paid by such holder. If a Preferential Purchase Right has not been waived or voided by the Bankruptcy Court prior to the Closing and may be exercised after Closing, unless Buyer instructs otherwise, (i) the Asset affected by such Preferential Purchase Right shall be excluded from the Closing and the Purchase Price shall be reduced by the Allocated Value thereof, and (ii) if within sixty (60) days after the Closing such Preferential Purchase Right is not timely exercised by the holder thereof subsequent to the Closing, Sellers shall then convey to the Buyer the affected Asset for the Allocated Value thereof; otherwise such affected Asset shall be deemed an Excluded Asset under this Agreement. Sellers agree to provide Buyer with notice of any waiver or exercise of a Preferential Purchase Right promptly upon Sellers’ receipt of same. (b) Sellers have prior to the execution of this Agreement initiated all procedures which are reasonably required to comply with or obtain the waiver or Bankruptcy Court order voiding of all Consents set forth in Schedule 5.01(c) with respect to the transactions contemplated by this Agreement. Sellers shall use Commercially Reasonable Efforts to obtain all such Consents; provided, however, Sellers shall not be obligated to pay any considerat...
Sample 1
Preferential Rights and Third Party Consents. Partner has requested, from the appropriate parties (and in accordance with the documents creating such rights and/or requirements), waivers of the preferential rights to purchase, or requirements that consents to assignment be obtained. Partner shall have no obligation hereunder other than to so request such waivers (i.e., Partner shall have no obligation to assure that such waivers are obtained). Upon the arrival of any exercise of additional preferential rights after the Closing Date, Partnership will tender the required interest in the Property affected by such unwaived preferential right, at the allocated portion of the Agreed Value set forth on EXHIBIT 6.5 for such affected Property (or portion thereof) to the holder, or holders, of such right. In return for tendering the Property to such holder(s), Partnership shall collect and retain such amount from such purchaser.
Sample 1

Related to Preferential Rights and Third Party Consents

  • Third Party Consents No governmental authority or other third party consents (including but not limited to approvals, licenses, registrations or declarations) are required in connection with the execution, delivery or performance by the Assuming Institution of this Agreement, other than such consents as have been duly obtained and are in full force and effect.

  • Preferential Rights SM Energy shall, within 10 days after the Execution Date, send to each holder of a Preferential Right a notice requesting the election or waiver by each such holder of its applicable Preferential Right, in each case in compliance with the contractual provisions applicable to such Preferential Right, requesting a waiver of such right. Any Preferential 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 XI. The consideration payable under this Agreement for any particular Asset for purposes of Preferential Right notices shall be the Allocated Value of such Asset. (i) All Assets burdened by Preferential Rights for which (A) the applicable Preferential Right has been waived, or (B) the period to exercise such Preferential Right has expired prior to the Closing without the applicable holder of such Preferential Right electing to enforce its Preferential Right, shall, in each case, be assigned to Buyer at the Closing pursuant to the provisions of this Agreement. (ii) If, prior to the Closing (A) any holder of a Preferential Right notifies SM Energy that it intends to consummate the purchase of the portion of the Assets to which its Preferential Right applies or (B) the time for exercising a Preferential Right has not expired and the holder of such Preferential Right has not waived such Preferential Right, then, in each case, such portion of the Assets affected by such Preferential Right shall be excluded from the Assets to be conveyed to Buyer at Closing and the Purchase Price shall be reduced by the Allocated Value of such excluded portion of the Assets. SM Energy shall be entitled to all proceeds paid by a Person exercising a Preferential Right prior to the Closing. If, after Closing (1) such holder of such Preferential Right thereafter fails to consummate the purchase of the portion of the Assets covered by such Preferential Right or (2) the time for exercising such Preferential Right expires without exercise by the holder thereof, then SM Energy shall (x) so notify Buyer and (y) on or before 10 days following delivery of such notice, assign such portion of the Assets to Buyer pursuant to an assignment in substantially the form of the Assignment and the Purchase Price shall be increased by an amount equal to the Allocated Value of the such portion of the Assets.

  • Third Party Consents and Certificates All Parties agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.

  • Governmental and Third Party Consents No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or other foreign governmental authority, instrumentality, agency or commission or any third party, including a party to any agreement with SVCC or Merger Sub, is required by or with respect to SVCC or Merger Sub in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under (i) applicable securities laws, or (ii) the DGCL.

  • Approval Rights So long as SCG Beneficially Owns 25% or more of the Common Shares outstanding, SCG shall have the right (each, an "Approval Right") to approve the following matters as proposed by the Company:

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • No Preferential Rights (i) No person, as such term is defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act (each, a “Person”), has the right, contractual or otherwise, to cause the Company to issue or sell to such Person any Common Stock or shares of any other capital stock or other securities of the Company (other than upon the exercise of options or warrants to purchase Common Stock or upon the exercise of options that may be granted from time to time under the Company’s stock option plan), (ii) no Person has any preemptive rights, rights of first refusal, or any other rights (whether pursuant to a “poison pill” provision or otherwise) to purchase any Common Stock or shares of any other capital stock or other securities of the Company from the Company which have not been duly waived with respect to the offering contemplated hereby, (iii) no Person has the right to act as an underwriter or as a financial advisor to the Company in connection with the offer and sale of the Common Stock, and (iv) no Person has the right, contractual or otherwise, to require the Company to register under the Securities Act any Common Stock or shares of any other capital stock or other securities of the Company, or to include any such shares or other securities in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Placement Shares as contemplated thereby or otherwise, except in each case for such rights as have been waived on or prior to the date hereof.

  • No Special Rights Nothing herein shall confer upon the Indemnitee any right to continue to serve as an officer or director of the Corporation for any period of time or at any particular rate of compensation.

  • Governmental and Third-Party Notices and Consents (a) Each Party shall use its Reasonable Best Efforts to obtain, at its expense, all waivers, permits, consents, approvals or other authorizations from Governmental Entities, and to effect all registrations, filings and notices with or to Governmental Entities, as may be required for such Party to consummate the transactions contemplated by this Agreement and to otherwise comply with all applicable laws and regulations in connection with the consummation of the transactions contemplated by this Agreement. (b) The Company shall use its Reasonable Best Efforts to obtain, at its expense, all such waivers, consents or approvals from third parties, and to give all such notices to third parties, as are required to be listed in Section 2.4 of the Disclosure Schedule.

  • Consents and Approvals; No Conflicts Subject to the recording of any of the Seller’s Documents as appropriate, no filing with, and no permit, authorization, consent or approval of, any Governmental Authority or other Person is necessary for execution or delivery by the Seller of any of the Seller’s Documents, or the performance by the Seller of any of its obligations under this Agreement or any of the Seller’s Documents or the consummation by the Seller of the transactions described in this Agreement, except to the extent such permit, authorization, consent or approval has been or will be obtained by the Seller prior to Closing other than with respect to those Contracts for which consent to assignment has not been obtained prior to Closing and which will be subject to the provisions of Section 4.4. The foregoing representation is qualified in that Seller will use diligent reasonable commercial efforts to obtain: (a) with the assistance and cooperation of the Purchaser, the consent and approval of the Minister of Environment to the assignment to Purchaser (or a Purchaser Affiliate), and a Subpermit back to Seller (or a Seller Affiliate) of the Cypress Permit, and (b) a waiver by the existing fee owner of the Skylift Premises of its purchase option under the Skylift Lease. Neither the execution and delivery by the Seller of this Agreement or any of the Seller’s Documents, nor the performance by the Seller of any of their obligations under this Agreement or any of the Seller’s Documents, nor the consummation by the Seller of the transactions described in this Agreement, will (A) violate any provision of the Seller’s organizational or governing documents, (B) violate any Applicable Law to which the Seller are subject, (C) to the Seller’s Knowledge, result in a violation or breach of, or constitute a default under any of the Contracts that affect any of the Assets or Businesses, or Seller in any respect, subject to obtaining consent to assignment and transfer of same in accordance with their terms, including without limitation the Cypress Permit, or (D) result in the creation or imposition of any lien or encumbrance on any of the Assets or any portion thereof.

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