Preferential Rights Sample Clauses

Preferential Rights. 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 Properties as set forth in Schedule 4.1(x) (the “Preferential Rights”). Seller shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of the Preferential Rights (other than as set forth in the instrument creating the Preferential Right) in order to satisfy its obligations under this Section 7.2. In accordance with this Agreement and the applicable Contracts, promptly after the execution of this Agreement, Seller shall deliver by mail written notices of the proposed transfer of any Property subject to the Preferential Rights to the holders of such Preferential Rights. Seller shall promptly notify Buyer if any 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 Property pursuant to a Preferential Right elects, prior to the Closing, to purchase such Property pursuant to the aforesaid offer, then the Property or part thereof so affected will be eliminated from the Properties, the Purchase Price will be reduced by the portion of the Allocated Value attributable to such Property that is affected by such Preferential Right, and subject to the other terms of this Agreement, the Parties shall proceed to Closing; provided, however, if any such Purchase Price reduction equals or exceeds $1,000,000.00, then Buyer shall have the right to terminate this Agreement. Otherwise, the Properties shall be conveyed to Buyer at Closing subject to any Preferential Right that has not been waived; provided, however, if (i) the holders of one or more of the Preferential Rights have not either waived or exercised such Preferential Rights because the time periods to exercise such Preferential Rights have not expired as of the time scheduled for Closing hereunder and (ii) the total of the Allocated Values of the Properties subject to such Preferential Rights exceeds $1,000,000.00, then Buyer shall have the right to delay the Closing until such time periods have expired. If a third party elects to purchase any Property pursuant to a Preferential Right after the Closing Date, Buyer shall be obligated to convey such Property to such third party and shall be entitled to the consideration for the sale of such Property.
Preferential Rights. Except as set forth on Schedule 5.10, there are no preferential rights to purchase that are applicable to the transaction contemplated hereby (each, a “Preferential Right”).
Preferential Rights. 1. If any Preferential Right affecting any portion of the Assets is exercised and consummated prior to the Closing Date, that portion of the Assets affected by such Preferential Right shall be deemed to be Excluded Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer or Seller to give notice (with such adjustment being an “Exclusion Adjustment”).
Preferential Rights. Except as set forth on Schedule 4.31, no Person has a preferential right to purchase any of the assets owned by or equity interests of the Company or its Subsidiaries as a result of the consummation of the transactions contemplated by this Agreement.
Preferential Rights. (a) Except as permitted by Section 5.2, the Sponsor Entities shall be prohibited from investing in, constructing, or acquiring an interest in any Domestic Cokemaking Asset.
Preferential Rights. SM Energy shall, within 10 days after the Execution Date, send to each holder of a Preferential Right a notice requesting the election or waiver by each such holder of its applicable Preferential Right, in each case in compliance with the contractual provisions applicable to such Preferential Right, requesting a waiver of such right. Any Preferential 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 XI. The consideration payable under this Agreement for any particular Asset for purposes of Preferential Right notices shall be the Allocated Value of such Asset.
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Preferential Rights. Seller has not granted any options or rights of first refusal or rights of first offer to third parties to purchase or otherwise acquire an interest in the Property.
Preferential Rights. Seller has not granted to any third party a preferential right to purchase any Asset.
Preferential Rights. The Subject Properties are not subject to any preferential rights to purchase that were created during Seller’s period of ownership. To Seller’s knowledge, the Subject Properties are not subject to any preferential rights to purchase that were created prior to Seller’s period of ownership that would continue to be in effect on or after the Effective Date.
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