Identification of Additional Defective Interests. (a) If, prior to the Closing, there has been non-compliance with the laws, rules, regulations, ordinances or orders of any governmental agency or authority having jurisdiction over the Interests, resulting in risk of loss of the Interests or a substantial part of the value thereof, then Buyer may elect to treat such of the Interests as are adversely affected by such non-compliance as Defective Interests by giving Seller notice thereof in accordance with Section 5.03(a).
Identification of Additional Defective Interests. (a) If any preferential purchase right is exercised prior to or after the Closing, Purchaser may elect to treat that portion of the Assets affected by such preferential right as a Defective Interest. If Seller receives notice of such exercise prior to Closing, Seller shall give Purchaser notice thereof in accordance with Section 3.4(a) prior to the Closing, in which event the property affected by such preferential purchase right shall be treated as a Defective Interest. If Seller or Purchaser receive notice of such exercise after the Closing, the party receiving such notice shall promptly give notice to the other party, and Purchaser shall convey the affected property interest to the holder of the preferential purchase right upon receipt of the Allocated Value attributable thereto from such party.
Identification of Additional Defective Interests. (a) Seller has listed all preferential rights to purchase the Assets on Schedule 3.6. Seller shall promptly prepare and send (i) notices to the holders of any required consents to assignment of any Assets requesting such holder’s consent to assign such Assets to Purchaser and (ii) notices to the holders of any applicable preferential rights to purchase any Asset requesting waivers of such preferential rights to purchase; provided, however, that Purchaser shall have the opportunity to review such notices before they are sent. The consideration payable under this Agreement for any particular Assets for purposes of preferential purchase right notices shall be the Allocated Value for such Assets. Seller shall use commercially reasonable efforts to cause such consents and waivers of preferential rights to purchase (or the exercise thereof) to be obtained and delivered prior to Closing. Purchaser shall cooperate with Seller in seeking to obtain such consents and waivers of preferential rights.
Identification of Additional Defective Interests. (a) If any preferential purchase right is exercised prior to the Closing, Purchaser may require the withdrawal of such Assets affected by the exercise of the preferential right from this Agreement and reduce the Preliminary Purchase Price accordingly. If Seller receives notice of such exercise prior to Closing, Seller shall give Purchaser notice thereof in accordance with Section 3.4(a) prior to the Closing, in which event the property affected by such preferential purchase right shall be withdrawn from this Agreement and the Preliminary Purchase Price reduced accordingly. All Assets that are subject to preferential rights to purchase that have not been exercised prior to Closing shall be conveyed to Purchaser at Closing. If Seller or Purchaser receive notice of such exercise after the Closing, the party receiving such notice shall promptly give notice to the other party, such affected portion of the Assets shall not be treated as a Defective Interest, no adjustment to the Preliminary Purchase Price shall be made, and Purchaser shall convey the affected property interest to the holder of the preferential purchase right upon receipt of the Allocated Value attributable thereto from such party.
Identification of Additional Defective Interests. 11 Section 3.7 Termination Due to Title Matters and Conditions 12 ARTICLE IV 13 SELLER’S REPRESENTATIONS AND WARRANTIES 13 Section 4.1 Organization, Standing and Power 13 Section 4.2 Authority and Enforceability 13 Section 4.3 Claims Affecting the Assets 14 Section 4.4 Claims Affecting the Sale 14 Section 4.5 No Demands 14 Section 4.6 Taxes 14 Section 4.7 Leases 14 Section 4.8 Non-Foreign Representation 15 Section 4.9 Commitments for Expenditures 15 Section 4.10 Bonds and Other Surety 15 Section 4.11 Brokers 16 ARTICLE V 16 PURCHASER’S REPRESENTATIONS AND WARRANTIES 16 Section 5.1 Organization, Standing and Power 16 Section 5.2 Authority and Enforceability 16 Section 5.3 Independent Evaluation 16 Section 5.4 Suits Affecting the Sale 17 Section 5.5 Eligibility 17 Section 5.6 Financing i 17 ARTICLE VI 17 ASSUMPTION OF OBLIGATIONS AND INDEMNIFICATION 17 Section 6.1 Assumption of Certain Liabilities and Obligations by Purchaser 17 Section 6.2 Indemnification by Purchaser 17 Section 6.3 Indemnification by Seller 18 Section 6.4 Interpretation 18 Section 6.5 Notices 19 ARTICLE VII 20 SELLER’S OBLIGATIONS PRIOR TO CLOSING 20 Section 7.1 Restrictions on Operations 20 ARTICLE VIII 21 ADDITIONAL AGREEMENTS OF THE PARTIES 21 Section 8.1 Government Reviews and Filings 21 Section 8.2 Confidentiality 22 Section 8.3 Taxes 22 Section 8.4 Receipts and Credits 24 Section 8.5 Suspense Accounts 24 ARTICLE IX 25 CONDITIONS TO CLOSING 25 Section 9.1 Seller’s Conditions 25 Section 9.2 Purchaser’s Conditions 26 ARTICLE X 27 RIGHT OF TERMINATION AND ABANDONMENT 27 Section 10.1 Termination 27 Section 10.2 Liabilities Upon Termination 27 ARTICLE XI 28 CLOSING MATTERS 28 Section 11.1 Time and Place of Closing 28 Section 11.2 Closing Obligations 28 ARTICLE XII 29 Section 12.1 Post-Closing Adjustments 29 Section 12.2 Files and Records 30 Section 12.3 Further Assurances 30 POST-CLOSING OBLIGATIONS 29 ARTICLE XIII 30 ENVIRONMENTAL MATTERS 30 Section 13.1 Purchaser Acknowledgment Concerning Possible Contamination of Assets 30 Section 13.2 Adverse Environmental Conditions 31
