Preferential Purchase Rights and Consents to Assign. On or about the time that the Sale Motion (as herein defined) is filed, SELLER shall make a good faith effort to send written notice of this Agreement to all persons or entities holding Preferential Rights affecting the Properties or Consents to Assign, other than such consents of governmental authorities which are usually obtained in the normal course of business after Closing, (a) offering to sell to each such person or entity the affected Property for which a Preferential Right is held and subject to the terms hereof and for the Allocated Value for such Property or Properties; or (b) requesting, where appropriate, consent to any assignment required in connection herewith. In this regard, SELLER shall prepare the typewritten notices addressed to the appropriate parties (along with an electronic copy of same) in form and content acceptable to BUYER and SELLER, relative to all such Preferential Rights and/or Consents to Assign and shall attach to each such notice a copy of the instrument or document or the pertinent portion of each instrument or document which created such Preferential Rights and/or Consents to Assign as the case may be. SELLER shall also send such notices as instructed by BUYER for any additional Preferential Rights or Consents to Assign identified by BUYER to SELLER in writing during the Examination Period. If one (1) or more of the holders of any Preferential Rights or Consents to Assign notifies SELLER in writing that it commits to assert its Preferential Rights, or deny its Consent to Assign, as the case may be, or if the holder of a Consent to Assign otherwise fails or refuses to grant such consent, SELLER shall promptly give notice thereof to BUYER. SELLER shall then promptly seek an order of the Bankruptcy Court authorizing an assignment and sale of such Properties free of any unobtained, required Consents to Assign. In the event SELLER does not obtain the required Consents to Assign or an order of the Bankruptcy Court authorizing a sale free of such required Consents to Assign, BUYER may at its option elect to: (x) accept an assignment of such Property(ies) without the required Consent to Assign, or (y) to the extent that any required Consent not obtained expressly provides for forfeiture, or termination of the estate assigned, or substantial liquidated damages for an assignment without consent, exclude any or all of such Property(ies) and the Purchase Price shall be reduced by the Allocated Value thereof. In the event a holder of...
Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to an Asset and the transactions contemplated hereby, Seller, prior to the Closing, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby a notice seeking such party’s consent to the transaction contemplated hereby.
Preferential Purchase Rights and Consents to Assign. (a) The provisions of this Section 11.4 shall apply to agreements relating to the Properties which enable or may enable a Third Party to purchase a Property or any part thereof, as a result of the sale of such Property or portion thereof to Buyer (such rights hereafter referred to as “Preference Rights”). Buyer is purchasing the Properties subject to all Preference Rights.
Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right pertaining to a Conveyed Interest and the transactions contemplated hereby, Seller, within 10 days after the date of this Agreement, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. In addition, Seller, within 10 days after the date of this Agreement, shall send to each holder of a right to consent to assignment pertaining to the Conveyed Interests and the transactions contemplated hereby a notice seeking such holder’s consent to the transaction contemplated hereby. Any preferential purchase 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 IX and the obligation to bear the Allocated Carry for such Conveyed Interest based upon the terms of the Joint Development Agreement. The consideration payable under this Agreement for any particular Conveyed Interest for purposes of preferential purchase right notices shall be the Allocated Value of such Conveyed Interest. Seller shall use commercially reasonable efforts to cause such waivers of preferential purchase rights (or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that Seller shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required waivers and consents.
Preferential Purchase Rights and Consents to Assign. Except (a) as disclosed in Schedule 3.2.3, (b) for consents and approvals from any governmental authority for the assignment (directly or indirectly) of the Property to Buyer that are customarily obtained after such assignment of properties similar to the Property, and (c) under contracts that are terminable upon sixty (60) days or less notice without payment of any termination fee, Seller’s interest in the Property is not subject to any Preferential Rights or Consents. Except as set forth on Schedule 3.2.3, to Seller’s Knowledge, the entry by Seller into this Agreement and all other transaction documents it is to execute and deliver pursuant hereto on or before the Closing Date will not give rise to any right of termination, cancellation or acceleration under any provision of any Lease or Related Contract to which any Seller is a party (relating to the Property) or by which any Property may be bound.
Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right, right of first refusal or similar right (each, a “Preferential Purchase Right”) pertaining to an Asset and the transactions contemplated hereby set forth in Schedule 11.4, Seller, prior to the Closing, shall send to the holder of each such Preferential Purchase Right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby set forth in Schedule 4.4 a notice seeking such holder’s consent to the transactions contemplated hereby.
Preferential Purchase Rights and Consents to Assign. (a) As soon as reasonably practical, but in no event later than ten (10) days after the execution of this Agreement, the Company shall send to the holder of each preferential right to purchase burdening the Assets that is triggered by the transactions contemplated in this Agreement a written notice offering to sell to such holder, in accordance with the contractual provisions applicable to such right, the Asset covered by such right on substantially the same terms as this Agreement and for the Allocated Value applicable to such Asset as set forth in Exhibit A-2, subject to adjustments in price in the same manner that the Cash Portion is adjusted pursuant to Section 2.4. Similarly, as soon as reasonably practical, but in no event later than ten (10) days after the execution of this Agreement, the Company shall send to each Person from whom a consent to assignment that is triggered by the transactions contemplated in this Agreement is required prior to the Closing a written notice requesting the required consent from such Person.
Preferential Purchase Rights and Consents to Assign. 6.1.1 If any of the Property is subject to preferential purchase rights, rights of first refusal, or similar rights (collectively "Preferential Rights"), or consents to assign, lessor's approvals or similar rights (collectively, "Consents"), Seller shall on the date of this Agreement (I) notify the holders of the Preferential Rights and Consents that it intends to sell the Property to Buyer, (ii) in the case of a Preferential Right, notify the holder of such right that the price for the portion of the Property covered by the Preferential Right is the Allocated Value of such interest, subject to adjustment in the same manner that the Purchase Price is subject to adjustment hereunder, (iii) provide them with any other information about the sale of the Property to which they are entitled, and (iv) in the case of Consents, ask the holders of the Consents to consent to the assignment of the affected Property to Buyer. Seller shall promptly notify Buyer whether Preferential Rights are exercised, waived or deemed waived because of the expiration of the period within which the Preferential Right may be exercised, or if any Consents are given or denied. Seller will not be liable to Buyer if any Preferential Rights are exercised, or any Consents are denied, but the Purchase Price shall be subject to adjustment to the extent provided below.
Preferential Purchase Rights and Consents to Assign. (a) With respect to each preferential purchase right, right of first refusal or similar right (each, a “Preferential Purchase Right”) pertaining to an Asset and the transactions contemplated hereby set forth in Schedule 4.10 or, if not set forth on such Schedule, of which Buyer gives Seller notice prior to the Closing, Seller, prior to the Closing, shall send to the holder of each such Preferential Purchase Right a notice, in material compliance with the contractual provisions applicable to such right. In addition, prior to the Closing, Seller shall send to each holder of a right to consent to assignment pertaining to the Assets and the transactions contemplated hereby set forth in Schedule 4.4 or, if not set forth on such Schedule, of which Buyer gives Seller notice prior to the Closing, a notice seeking such holder’s consent to the transactions contemplated hereby.
Preferential Purchase Rights and Consents to Assign. Schedule 4.1(x) sets forth (i) those preferential rights to purchase or similar rights and (ii) those consents to assignment or similar rights that, in either case, are applicable to transfers of the Properties in connection with the transactions contemplated under this Agreement.
