Common use of Preferential Rights and Third Party Consents Clause in Contracts

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).

Preferential Rights and Third Party Consents. Seller Sellers will use Reasonable Best Efforts to 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 6.6 of the Seller Sellers Disclosure Schedule. Seller shall have no obligation hereunder other than to so request such waivers (i.e., Seller Sellers 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 6.56.6) are not obtained, Buyer may treat any waiver which is not obtained as a matter which causes Seller's Sellers’ title to not be Defensible Title sufficient to meet the standards set forth in Article VIII (except the following shall not apply: (i) the $175,000 threshold provided for in Section 8.1(c), (ii) Section 8.1(d)(iii)(B), and (iii) Section 8.4(a)) ; provided, however, that if the unobtained waiver is a waiver of a preferential right to purchase, and if both Buyer and Seller Sellers agree to this treatment of such matter (and agree upon an appropriate allocation of the Purchase Price), Seller Sellers 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 Sellers shall collect such amount from such purchaser).

Preferential Rights and Third Party Consents. Seller Sellers will use Reasonable Best Efforts to 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 4.18 of the Seller Sellers Disclosure Schedule. Seller shall have no obligation hereunder other than to so request such waivers (i.e., Seller Sellers 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 6.54.18) are not obtained, Buyer may treat any waiver which is not obtained as a matter which causes Seller's Sellers’ title to not be Defensible Title sufficient to meet the standards set forth in Article VIII (except the following shall not apply: (i) the $50,000 threshold provided for in Section 8.1(c), (ii) Section 8.1(d)(iii)(B), and (iii) Section 8.4(a)); provided, however, that if the unobtained waiver is a waiver of a preferential right to purchase, and if both Buyer and Seller Sellers agree to this the treatment of such matter (and agree upon an appropriate allocation of the Purchase Price), Seller Sellers 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 Sellers shall collect such amount from such purchaser).. ARTICLE VII

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 Seller's 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 sufficient to meet the standards set forth in Article VIII; 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 agreed allocated portion of the Purchase Price attributable to be paid, by the party exercising such preferential right to purchase (and Seller shall collect such amount from such purchaser)Property.

Preferential Rights and Third Party Consents. Seller Sellers will use Reasonable Best Efforts to 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 6.6 of the Seller Sellers Disclosure Schedule. Seller shall have no obligation hereunder other than to so request such waivers (i.e., Seller Sellers 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 6.56.6) are not obtained, Buyer may treat any waiver which is not obtained as a matter which causes Seller's Sellers’ title to not be Defensible Title sufficient to meet the standards set forth in Article VIII (except the following shall not apply: (i) the $175,000 threshold provided for in Section 8.1(c), (ii) Section 8.1(d)(iii)(B), and (iii) Section 8.4(a)); provided, however, that if the unobtained waiver is a waiver of a preferential right to purchase, and if both Buyer and Seller Sellers agree to this treatment of such matter (and agree upon an appropriate allocation of the Purchase Price), Seller Sellers 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 Sellers shall collect such amount from such purchaser).

Preferential Rights and Third Party Consents. No later than two (2) Business Days after its execution of this Agreement, 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. Subject to Section 7.1 and Section 9.1(k), 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 ’s title to not be Defensible sufficient to meet the standards set forth in Article VIII notwithstanding any limitations or deadlines for Buyer’s giving notice or for the dollar value of such Title Defects; 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)matter, 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 Allocated Value of such Property. If Buyer elects to be paid, by the party exercising treat a Property subject to such a preferential right as a Title Defect, Buyer shall be entitled to purchase (and Seller shall collect a reduction in the Purchase Price equal to the Allocated Value of such amount from such purchaser)Property without regard to the $50,000 hurdle in Section 8.1 or the deductible otherwise applicable to Title Defects.

Preferential Rights and Third Party Consents. Seller Promptly after the date hereof, Sellers 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 4.16 of the Seller Sellers Disclosure Schedule. Seller shall have no obligation hereunder other than Schedule and use its Reasonable Best Efforts to so request obtain such waivers (i.e., Seller and consents. Sellers shall have no obligation use the Allocated Values to assure that provide required preferential right to purchase notifications to the holders thereof. Sellers shall use its Reasonable Best Efforts to obtain all such waivers are obtained)waivers, 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 6.54.16) are not obtained, Buyer may treat any waiver which is not obtained as a matter which causes Seller's Sellers’ title to not be Defensible Title sufficient to meet the standards set forth in Article VIII (except the following shall not apply: the $24,000 threshold provided for in Section 8.2(a)(ii)); provided, however, that if the unobtained waiver is a waiver of a preferential right to purchase, and if both Buyer and Seller Sellers agree to this treatment of such matter (and agree upon an appropriate allocation of the Purchase Price), Seller Sellers 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 greater of the Allocated Value of such interest in such Property or the amount paid, or to be paid, by the party exercising such preferential right to purchase (and Seller Sellers shall collect such amount from such purchaser). If a third party gives notice of its intent to exercise a preferential right to purchase any of the Properties, but does not close the purchase for any reason, either before or within a reasonable time after the Closing, or if the holder of a preferential right to purchase any of the Properties is not required by the terms of the instrument creating that preferential right to make an election to exercise that preferential right until after the Closing and such holder has not waived that right or made such election prior to the Closing and, thereafter, does not exercise that right or close such purchase as required under the terms of that instrument, then (in either or both circumstances) there shall promptly be an additional closing between Sellers and Buyer for such Properties pursuant to the terms of this Agreement, by which Sellers will transfer the applicable Properties to Buyer and Buyer will promptly pay Sellers the Allocated Value (subject to the terms and provisions of this Agreement) for the applicable Properties that was deducted from the Purchase Price.

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 sufficient to meet the standards set forth in Article VIII; 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).

Preferential Rights and Third Party Consents. Seller LP Sellers will use Reasonable Best Efforts to 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 6.6 of the Seller LP Sellers Disclosure Schedule. Seller shall have no obligation hereunder other than to so request such waivers (i.e., Seller LP Sellers 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 6.56.6) are not obtained, Buyer may treat any waiver which is not obtained as a matter which causes Seller's title refuse to not be Defensible Title close the transaction contemplated by this Agreement; provided, however, that if the unobtained waiver is a waiver of a preferential right to purchase, and if both Buyer and Seller LP Sellers agree to this treatment of such matter (and agree upon an appropriate allocation of the Purchase Price), Seller LP Sellers will tender (at the agreed allocated portion of the Purchase Price) the required interest in the LP 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 LP 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 LP Sellers shall collect such amount from such purchaser).

Preferential Rights and Third Party Consents. Seller will request, from the appropriate parties (and in accordance with the documents creating such rights and/or 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 sufficient to meet the standards set forth in Article VIII (exclusive of the requirements that a Title Defect must have a Title Defect Amount attributable thereto in excess of $15,000 and that the aggregate of the Title Defect Amounts exceeds one percent of the Purchase Price); 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).