Consents; Preferential Rights. Except for (i) consents or approvals of, or filings with, any applicable Governmental Authorities in connection with assignments of the Assets which are not customarily obtained prior to the assignment of the Assets, (ii) Preference Rights and (iii) the consents, filings or notices expressly described and set forth on Schedule 5.11, no material consent, approval, authorization or permit of, or filing with or notification to, any Third Party is required for or in connection with the execution and delivery of this Agreement by Seller or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Seller. All agreements containing a Preference Right are set forth in Schedule 3.07.
Consents; Preferential Rights. If any of the Contracts require a consent to assignment of any of the Properties, then the sale of the Properties affected thereby will be subject to Seller obtaining such consent or a waiver of such consent. Seller shall not be obligated to incur any expenses to obtain such consent or waiver and shall not be liable to Buyer by reason of any inability or failure to obtain any such waiver or consent. If any of the Properties are subject to a preferential right to purchase and, prior to Closing, any holder of a preferential right to purchase notifies Seller that it intends to consummate the purchase of the Property to which its preferential right applies, or if the preferential purchase right has not been waived or expired, then the affected Property shall be excluded from the sale to Buyer under this Agreement; provided, however, that if the holder of such preferential right fails to exercise or consummate the purchase of the Property covered by such right, then within 60 days following the Closing Date, Seller shall so notify Buyer, and within 30 days after Buyer's receipt of such notice from Seller, Seller shall sell to Buyer, and Buyer shall purchase from Seller, for a price equal to the Allocated Value of such Property (as adjusted pursuant to the provisions of Section 2.3 above) and upon the other terms of this Agreement (to the extent applicable), the Property to which the preferential right applied.
Consents; Preferential Rights. (a) Except as set forth on Section 3.26(a) of the Company Disclosure Schedule, there are no preferential rights to purchase with respect to any of the Oil and Gas Interests owned by Company or one of its Subsidiaries that would be triggered by the Arrangement.
Consents; Preferential Rights. Buyer shall notify Seller of the Leases or Contracts which require a consent to assignment of any of the Properties, Seller shall make a good faith effort to obtain such consent, or a waiver of such consent, other than consents of governmental authorities which are usually obtained in the normal course of business after Closing. Seller shall not be obligated to incur any expenses to obtain such consent or waiver and shall not be liable to Buyer by reason of any inability or failure to obtain any such waiver or consent. If there is an inability or failure to obtain any waiver or consent prior to the Closing, Buyer may either (i) exclude the affected Properties from the purchase and sale with a reduction in the Purchase Price for such Properties' allocated value, or (ii) complete the purchase and sale of the affected Properties without any reduction in the Purchase Price. Notification of a consent requirement or of a preferential right to purchase may be given by Buyer to Seller at any time prior to Closing. In this regard, Buyer shall prepare for Seller, at Buyer's expense, the typewritten notices (along with an electronic copy of same), in form and content acceptable to Seller, of all Preferential Rights to Purchase and/or Consents to Assign. If any of the Properties are subject to a preferential right to purchase and, prior to Closing, any holder of a preferential right to purchase notifies Seller That it intends to consummate the purchase of Seller's interest the in the Property to which its preferential right applies, the affected Properties shall be excluded from the sale to Buyer under this Agreement, and the Purchase Price shall be reduced by the Allocated Value of the such Property. If the preferential right has been waived or if the time for the exercise of such right has not expired the affected Property shall be conveyed to Buyer at Closing. Thereafter, if the holder of the preferential right timely and properly exercises its right to purchase, Buyer shall be obligated to convey the such Property to such third party and shall receive the purchase price therefor.
Consents; Preferential Rights. Except as set forth on Schedule 5.3, there are no third party consent requirements or preferential rights to purchase or similar rights that are applicable to the actions or obligations of Seller, SPCP Group or SPCP Group III under the transactions contemplated under this Agreement or any Operative Document.
Consents; Preferential Rights. Except as set forth on Schedule 7.6 and except for any filings required under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”) (if applicable), (a) no material Consent, approval, authorization, or permit of, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement and the Related Agreements to which it is or will be a party, by the Company or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby or thereby and (b) there are no Preferential Purchase Rights or other similar rights that are applicable to the transfer of the Target Interests to Buyer or otherwise in connection with the transactions contemplated hereby.
Consents; Preferential Rights. Except for (i) consents or approvals of, or filings with, any applicable Governmental Authorities in connection with assignments of the Assets which are not customarily obtained prior to the assignment of the Assets, (ii) Preference Rights and Transfer Requirements, and (iii) the consents, filings or notices expressly described and set forth on Schedule 4.1(e), no consent, approval, authorization or permit of, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement by Seller or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Seller. To Seller’s knowledge, all agreements containing a (i) Preference Right are set forth in Part I of Schedule 7.1 and (ii) Transfer Requirement are set forth in Part II of Schedule 7.1.
Consents; Preferential Rights. Except for (a) consents or approvals of, or filings with, any applicable Governmental Authorities in connection with assignments of the Assets which are not customarily obtained prior to the assignment of the Assets, (b) preferential purchase rights set forth on Schedule 3.07 and consents set forth on Schedule 3.08 and (c) the consents, filings or notices expressly described and set forth on Schedule 13.04, no consent, approval, authorization or permit of, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement by Seller or for or in connection with the consummation of the transactions and performance of the terms and conditions contemplated hereby by Seller. To Seller’s knowledge, all agreements containing (x) preferential purchase rights are set forth in Schedule 3.07 and (y) consents are set forth in Schedule 3.08.
Consents; Preferential Rights. Except as set forth on Schedule 5.09, (a) there are no consents required from any Governmental Authority as part of an ordinary course of transfer and no preferential purchase rights, consents, approvals or other action by, or filing with any Person or Governmental Authority required, in connection with the execution, delivery and performance by Seller of this Agreement, and (b) no Asset is subject to (or has related to it) any non-compete or area of mutual interest (“AMI”) agreements.
Consents; Preferential Rights. Except as set forth on Schedule 7.6, (a) no consent, approval, authorization, or permit of, or filing with or notification to, any Person is required for or in connection with the execution and delivery of this Agreement and the Related Agreements to which it is or will be a party, by the Company or otherwise in connection with the consummation of the transactions contemplated by this Agreement or the Related Agreements and (b) there are no preferential rights, rights of first refusal, tag along rights or other similar rights that are applicable to the transfer of the Target Interests to Buyer or otherwise in connection with the consummation of transactions contemplated by this Agreement and the Related Agreements.
