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. (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.
Sample 1
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. 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
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.
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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 Except as set forth on Schedule 4.10, there are no preferential rights to purchase that are applicable to the transfer of the Conveyed Interests in connection with the transactions contemplated hereby.

  • Third Party Consent If the obligation of any Party under this Agreement depends on the consent of a third party, such as a vendor or insurance company, and that consent is withheld, the Parties shall use commercially reasonable efforts to implement the applicable provisions of this Agreement to the fullest extent practicable. If any provision of this Agreement cannot be implemented due to the failure of a third party to consent, the Parties shall negotiate in good faith to implement the provision in a mutually satisfactory manner, taking into account the original purposes of the provision in light of the Distribution and communications to affected individuals.

  • 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.

  • Third Party Consents and Approvals The parties shall have obtained ---------------------------------- all third-party consents and approvals that are necessary for: (a) the consummation of the transactions contemplated by this Agreement and the Other Documents; and (b) the assignment and transfer of the Shares to Purchaser; provided, however, that notwithstanding the foregoing, neither Purchaser nor the Shareholders shall be required to pay any remuneration to third parties in exchange for such party's consent or approval, or to file any lawsuit or other action to obtain any such consent or approval.

  • Preferential Rights to Purchase Prior to the Closing, Seller shall use commercially reasonable efforts to comply with all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(v) (the “Subject Preferential Rights”) (provided that Seller shall not be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. In accordance with this Agreement and the applicable Contracts, Seller shall deliver written notices of the proposed transfer of any Asset subject to the Subject Preferential Rights to the holders of such Subject Preferential Rights. Seller shall promptly notify Buyer if any Subject Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a Third Party who has been offered an interest in any Asset pursuant to a Subject Preferential Right timely elects, prior to the Closing, to purchase such Asset pursuant to the aforesaid offer, and Seller receives written notice of such election prior to Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Closing. Otherwise the Assets shall be conveyed to Buyer at Closing subject to any preferential right to purchase or similar right applicable to the transactions that has not been waived. If a Third Party elects to purchase any Asset pursuant to a preferential right to purchase or similar right applicable to the transactions after the Closing Date, Buyer shall be obligated to convey such Asset to such Third Party and shall be entitled to the consideration for the sale of such Asset.

  • Approval Rights From the date hereof and until the Final Closing Date as described in Section 1(c), the Company shall not take any of the following actions without the prior written consent of the Purchaser, in its sole discretion:

  • 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.

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