Preferential Rights to Purchase Clause Samples
A Preferential Rights to Purchase clause grants certain parties the first opportunity to buy an asset or interest before the owner can sell it to others. In practice, this means that if the owner decides to sell, they must first offer the asset to the party holding the preferential right, typically under the same terms as any third-party offer. This clause ensures that existing stakeholders have the chance to maintain or increase their interest, preventing unwanted third parties from acquiring a stake and thereby protecting the current ownership structure.
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Preferential Rights to Purchase. (a) Seller shall use diligent efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewith, to comply with all preferential rights to purchase provisions relative to any Asset prior to the Closing, all of which are identified on Schedule 4.06.
(b) Prior to the Closing, Seller shall promptly notify Buyer if any of such preferential purchase rights are exercised or if the requisite period has elapsed without such rights having been exercised.
(c) If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such Assets, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without the requirement for Buyer to give notice. If any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets shall be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price therefor.
Preferential Rights to Purchase. In accordance with this Agreement and the applicable Contracts, prior to the Initial Closing or Option Closing, as applicable, Sellers shall use commercially reasonable efforts to deliver written notices of the proposed transfer of any Asset to the holders of all preferential rights to purchase or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(w) (the “Subject Preferential Rights”) (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. Sellers shall promptly notify Buyer if any Subject 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 Asset pursuant to a Subject Preferential Right timely elects, prior to the Initial Closing or Option Closing, as applicable, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to such Closing, the Asset or part thereof so affected will be eliminated from the Assets, the Initial Purchase Price or Option Purchase Price, as applicable, will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. If by the Initial Closing or Option Closing, as applicable, the time frame for the exercise of a preferential purchase right has not expired and Sellers have not received written notice of an intent not to exercise or a written waiver of the preferential purchase right (an “Outstanding Preferential Right”), the Asset or part thereof subject to the Outstanding Preferential Right will be eliminated from the Assets, the Purchase Price will be reduced proportionately by the Allocated Value attributable thereto and the Parties shall proceed to the Initial Closing or Option Closing, as applicable. Any Asset or portion thereof eliminated from the Assets pursuant to Section 4.08 shall be deemed to be an Excluded Asset. On or before the Cure End Date, if an Outstanding Preferential Right expires without exercise, Sellers shall promptly convey the properties and interests formerly affected thereby to Buyer, effective as of the Effective Time, and Buyer shall pa...
Preferential Rights to Purchase. Should any of the PROPERTY offered be subject to a preferential right to purchase or consent to assign, then the proposed sale of the PROPERTY affected thereby will be subject to SELLER'S obtaining any such waiver or consent. SELLER shall not be liable to BUYER by reason of inability or failure to obtain any such waiver or consent. In the event any third party exercises its preferential right to purchase, the price shall be the value indicated by SELLER on the Property Schedule and the parties shall reduce the Purchase Price by the value assigned. At Closing, if SELLER has been unable to obtain a required waiver or consent (or the appropriate time period for asserting such rights has not expired), the Purchase Price shall be reduced by an amount equal to the value assigned to the interest affected by such waiver or consent. This paragraph shall not be applicable to oil and gas leases requiring consent by, filings with, or other actions by governmental entities in connection with the sale or conveyance of oil and gas leases or interests therein, if the same are customarily obtained subsequent to such sale or conveyance.
Preferential Rights to Purchase. Schedule 3.07 lists all agreements containing a preferential right to purchase (the “Preference Rights”).
Preferential Rights to Purchase. Buyer's good faith allocation of the Purchase Price as set forth in Exhibit "A" shall be used by Seller to provide any required preferential purchase right notifications. If, prior to Closing, a holder of a preferential purchase right notifies Seller that it intends to exercise its rights with respect to a Property to which its preferential purchase right applies (as determined in accordance with the agreement in which the preferential purchase right arises), the Property covered by said preferential purchase right shall be excluded from the Properties to be conveyed to Buyer, and the Purchase Price shall be reduced by the value allocated to said Property in Exhibit "A". Buyer acknowledges and agrees that Seller shall determine (in its sole judgment) the extent of the preferential purchase rights encumbering the Properties, and said determination shall be used by Seller to provide the preferential purchase right notifications. If the holder of the preferential purchase right fails to consummate the purchase of the Property subject to the preferential purchase right, Seller shall promptly notify Buyer. Within ten (10) Business Days after Buyer's receipt of such notice or Closing, whichever is later, Seller shall sell to Buyer, and Buyer shall purchase from Seller, such Property under the terms of this Agreement for a price equal to the value allocated to such Property in Exhibit "A". Notwithstanding the foregoing, Buyer shall have no obligation under this Agreement or otherwise to purchase the Property if Buyer is not notified of the preferential purchase right holder's failure to consummate the purchase of the Property within ninety (90) Days following Closing.
Preferential Rights to Purchase. No third party holds any preferential right to purchase, right of first offer, right of last refusal or other preferential right to purchase the Assets.
Preferential Rights to Purchase. Except for Pine Tree and as listed in Schedule 4.9, there are no preferential or similar rights to purchase any portion of the LLCs or Assets that will be triggered by this Agreement or the transactions contemplated herein.
Preferential Rights to Purchase. Except as listed in Schedule 4.11, there are no preferential or similar rights to purchase any portion of the Entities or Assets that will be triggered by this Agreement or the transactions contemplated herein.
Preferential Rights to Purchase. None of the Assets is subject to any preferential right or option to purchase in favor of any third party.
Preferential Rights to Purchase. To Seller’s Knowledge, the Properties are not subject to any preferential right to purchase.