Preferential Purchase Rights definition

Preferential Purchase Rights means rights of any Person (other than rights of condemnation, eminent domain, or other similar rights of any Person) to purchase or acquire any interest in any of the Purchased Assets, including any rights that are conditional upon a sale of any Purchased Assets or any other event or condition.

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Preferential Purchase Rights means preferential rights, preemptive rights or contracts, rights of first refusal or other commitments or understandings of a similar nature to which Seller is a party or to which the Assets are subject.

Preferential Purchase Rights has the meaning specified in Section 9.1(b).

Examples of Preferential Purchase Rights in a sentence

Seller shall promptly notify Buyer if any Preferential Purchase 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.
Seller and Buyer agree that the Base Purchase Price shall be allocated among the Assets as set forth on Exhibit “C” (the “Allocated Values”) for the purpose of (i) providing notices, or obtaining waivers, of any Preferential Purchase Rights, (ii) determining the value of a Title Defect, and (iii) handling those instances for which the Base Purchase Price is to be adjusted.
Seller shall promptly give notices to third parties holding either (i) any Consent rights, or (ii) Preferential Purchase Rights.
Seller agrees to use commercially reasonable efforts to obtain prior to Closing written waivers of all Preferential Purchase Rights and all waivers and Consents necessary for the transfer of the Assets to Buyer; provided that in the event Seller is unable to obtain all such waivers and Consents after using such reasonable efforts, such failure to satisfy shall not constitute a Breach of this Agreement.
Except as described in Schedule 5.8 or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Purchased Assets are not subject to any Preferential Purchase Rights.
To the extent any such Preferential Purchase Rights are exercised by any holders thereof, or waivers thereof are not obtained prior to the Closing Date, then the Assets subject to such Preferential Purchase Rights shall not be sold to Buyer and shall be excluded from the Assets and sale under this Agreement.
Except as set forth on Schedule 5.8: (i) Seller owns, and has good, valid, and marketable title to, the Purchased Assets, free and clear of all Encumbrances other than Permitted Encumbrances; and (ii) the Purchased Assets are not subject to Preferential Purchase Rights.
All Preferential Right Properties for which applicable Preferential Purchase Rights have been waived prior to Closing, or as to which the period to exercise such right has expired prior to Closing without such right being exercised, shall be sold to Buyer at Closing pursuant to the provisions of this Agreement.
Except with respect to the MMS approvals, Part 3.11 of Seller’s Disclosure Schedule sets forth all Consents and Preferential Purchase Rights.
Except as set forth on Schedule 5.18, there are no Preferential Purchase Rights to which the Assets are subject.

More Definitions of Preferential Purchase Rights

Preferential Purchase Rights. With respect to each preferential purchase right covering the Leasehold Property, Seller shall send to the holder of such right a notice offering to sell to such holder, in accordance with the contractual provisions applicable to such right, those Assets covered by such right on substantially the same terms hereof, subject to Purchase and Sale Agreement Page No. 11 adjustments in the same manner as the Purchase Price is adjusted pursuant to Section 3.5 of this Agreement. Preferential purchase rights shall not be considered Title Defects hereunder provided such are waived or exercised prior to Closing. If, prior to Closing, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Assets to which its preferential purchase right applies, then those Assets shall be excluded from the Assets to be conveyed to Purchaser, and the Purchase Price shall be reduced as set forth in Section 3.5.

Preferential Purchase Rights. Except as set forth on Schedule 5.19, to the knowledge of Seller, there are no Preferential Purchase Rights to which the Assets are subject.

Preferential Purchase Rights. Except as set forth in Schedule "N", or in respect of which a waiver has been obtained, there are no Preferential Purchase Rights, options or other rights created by, through or under it or any Corporate Subsidiary or the Subsidiary Partnerships since October 13, 2000 or, to the knowledge of Vendor, prior to that date, held by any Person not a party to this Agreement to purchase or acquire any interest in any part of the Assets or Shares as a result of the Transaction and in respect of those Preferential Purchase Rights set forth in Schedule "N", as of the date hereof, the waivers indicated in Schedule "N" have been obtained.

Preferential Purchase Rights. ’ means rights of any Person (other than rights of condemnation, eminent domain, or other similar rights of any Person) to purchase or acquire any interest in any of the Purchased Assets, including rights that are conditional upon a sale of any Purchased Assets or any other event or condition.

Preferential Purchase Rights has the meaning set forth in Section 7.20(a).