Preferential Rights and Consents to Assign Sample Clauses

Preferential Rights and Consents to Assign. Some Interests may be subject to existing preferential rights to purchase the Interests or consents may be required in order to assign the Interests. Sellers shall provide Buyer with a list, and shall make a good faith effort to obtain consent and waivers of any preferential rights which Sellers know must be obtained prior to Closing and are not ordinarily obtained after Closing. Buyer shall notify Sellers of any additional consent requirement or preferential right to purchase it discovers prior to Closing. If a preferential right is exercised or a consent is denied prior to Closing, the Purchase Price shall be adjusted downward in an amount equal to the price paid to Sellers for the Interest with respect to which the preferential right has been exercised or the consent has been denied and such Interest shall be deleted from this Agreement. In the case of a preferential right to purchase, Sellers shall be entitled to all proceeds paid by the third party exercising its preferential right to purchase. If a third party preferential purchase right burdening any Interest has not been exercised or waived by Closing, Buyer shall pay for and accept an assignment covering such Interest and, if the preferential right is exercised after Closing, Buyer shall be entitled to all proceeds paid for such interest by the third party exercising such preferential purchase right. Buyer shall be responsible for conveying title to the Interest affected by said preferential right to the party exercising the same and shall indemnify and hold Sellers harmless from and against any claim or liability for Buyer's failure to make such conveyance.

Preferential Rights and Consents to Assign. (a) All consents to assign relating to the Assets (“Consents”) and preferential rights to purchase (“Preferential Rights”) are listed on Schedule 6.4. The remedies set forth in this Section 6.4 are the exclusive remedies under this Agreement related to the Consents and Preferential Rights. (b) From and after the Execution Date up to Closing, SM Energy shall use its commercially reasonable efforts (with the cooperation of Buyer) to obtain all Consents and waivers of all Preferential Rights (excluding any Customary Post-Closing Consents); provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain such Consents or waivers.

Preferential Rights and Consents to Assign. The Assets are not subject to any preferential rights to purchase, and are not subject to any consents to assign other than those preferential rights to purchase and those consents to assign that are set forth in one or more of the agreements identified on Schedule 6.1(j) hereto, except for those consents that are customarily obtained after Closing.

Preferential Rights and Consents to Assign. Except as set forth in Section 2.21 of the Magellan Disclosure Schedule, there are no consents to assignment or waivers of preferential rights to purchase affecting the Poplar Properties that must be obtained from third parties in order for Magellan to consummate the transactions contemplated by this Agreement without violating or breaching a duty or obligation of Magellan.

Preferential Rights and Consents to Assign. To Earthstone’s Knowledge, there are no consents to assignment or waivers of preferential rights to purchase affecting the Earthstone Properties that must be obtained from third parties in order for Earthstone to consummate the transactions contemplated by this Agreement without violating or breaching a duty or obligation of Earthstone.

Preferential Rights and Consents to Assign. (a) All consents to assign relating to the Assets (“Consents”) and preferential rights to purchase (“Preferential Rights”) are listed on Schedule 6.4. Other than in relation to a breach of the representation and warranty in Section 3.18, the remedies set forth in this Section 6.4 are the exclusive remedies under this Agreement related to the Consents and Preferential Rights. (b) From and after the Execution Date up to Closing, SM Energy and Buyer shall use their commercially reasonable efforts to obtain all Consents and waivers of all Preferential Rights (excluding any Customary Post-Closing Consents); provided, however, that neither Party shall be required to incur any Liability or pay any money in order to obtain such Consents or waivers.

Preferential Rights and Consents to Assign. To Oak Valley’s Knowledge, there are no consents to assignment or waivers of preferential rights to purchase affecting the Oak Valley Properties that must be obtained from third parties in order for Oak Valley or the Oak Valley Subsidiaries to consummate the transactions contemplated by this Agreement without violating or breaching a duty or obligation of Oak Valley or any Oak Valley Subsidiary.

Preferential Rights and Consents to Assign. Except for consents to assignment required from Governmental Authorities in connection with the sale or conveyance of oil and gas properties if the same are customarily obtained subsequent to such sale or conveyance without penalty and, to Chase’s knowledge, there are no consents to assignment or waivers of preferential rights to purchase that must be obtained from any Person in order for Chase to consummate the transactions contemplated by this Agreement without violating or breaching a duty or obligation of Chase.

Preferential Rights and Consents to Assign. Except for consents to assignment required from Governmental Authorities in connection with the sale or conveyance of oil and gas properties if the same are customarily obtained subsequent to such sale or conveyance without penalty, to Caza’s knowledge, there are no consents to assignment or waivers of preferential rights to purchase that must be obtained from third parties in order for Caza to consummate the transactions contemplated by this Agreement without violating or breaching a duty or obligation of Caza.