Third-Party Failure to Purchase Clause Samples
The Third-Party Failure to Purchase clause defines the parties' rights and obligations if a designated third party fails to complete a purchase as expected under the agreement. Typically, this clause outlines the steps to be taken, such as providing notice, allowing a cure period, or enabling the seller to seek alternative buyers or remedies. Its core function is to allocate risk and provide a clear process for addressing situations where a third party does not fulfill their purchasing commitment, thereby protecting the interests of the contracting parties and ensuring predictability in the transaction.
Third-Party Failure to Purchase. If a third-party exercises a Preferential Purchase Right for an Asset, but fails to close the purchase for any reason within sixty (60) days of Closing, Sellers shall give written notice to Buyer of such failure to close, and Buyer shall purchase such Asset for the Allocated Value set forth on Exhibit “C” for such Asset and on the terms and conditions set forth in this Agreement including the Effective Time set forth in this Agreement.
Third-Party Failure to Purchase. If a third party gives notice of its intent to exercise a preferential right to purchase any of the Assets, but does not close the purchase for any reason, either before or within a reasonable time after Closing, then there shall promptly be an additional Closing between Seller and Buyer for such portion of the Assets pursuant to the terms of this Agreement, by which Seller will transfer the affected portion of the Assets to Buyer and Buyer will promptly pay Seller that portion of the Purchase Price attributable thereto (or in the case of a negative allocation, Seller will refund the absolute value of the negative amount to Buyer, without interest).
Third-Party Failure to Purchase. If a third party gives notice of its intent to exercise a Preferential Right to purchase any of the Assets, but does not close the purchase for any reason either before or within a reasonable time after Closing, or if a third party fails to give valid and timely notice of its exercise of a Preferential Right to purchase any of the Assets within the express time provided for such notice, then there shall promptly be an additional Closing between Seller and Buyer for such portion of the Assets pursuant to the terms of this Agreement, by which Seller will transfer the affected portion of the Assets to Buyer and Buyer will pay Seller that portion of the Purchase Price attributable thereto (or in the case of a negative allocation, Seller will refund the absolute value of the negative amount to Buyer) (in each case subject to adjustment in accordance with Section 2.4).
Third-Party Failure to Purchase. If a third-party exercises a Preferential Purchase Right for an Asset, but fails to close the purchase for any reason within sixty (60) days after Closing (or such longer period as may be provided for under the applicable Contract creating such Preferential Purchase Right), Seller shall give written notice to Buyer of such failure to close, and Buyer shall purchase such Asset for the Allocated Value set forth on Exhibit “C” for such Asset and on the terms and conditions set forth in this Agreement including the Effective Time set forth in this Agreement and the applicable adjustments to the Base Purchase Price. Should a third-party fail to exercise its Preferential Purchase Right as to any portion of the Assets prior to Closing and the time for exercise or waiver has not yet expired, subject to the remaining provisions of this Section 9.3, such Assets shall be not be included in the transaction at Closing and the Base Purchase Price payable at Closing shall be reduced by the Allocated Value of such Assets. If after Closing the third-party fails to exercise its Preferential Purchase Right as to such Assets within the time for exercise of such rights, Seller shall give written notice to Buyer of such failure to close, and Buyer shall purchase such Asset for the Allocated Value set forth on Exhibit “C” for such Asset and on the terms and conditions set forth in this Agreement including the Effective Time set forth in this Agreement and the applicable adjustments to the Base Purchase Price.
Third-Party Failure to Purchase. If a third party gives notice of its intent to exercise a preferential right to purchase a preferential right property, but does not close the purchase for any reason either before or within a reasonable time after the scheduled Closing of this Agreement, Buyer may elect, in its sole discretion, to acquire the preferential right property under the terms of this Agreement. In such event, Closing as to such property will be scheduled to occur within forty-five days after Buyer receives Seller's notice that the third party has not closed. The effective time for the preferential right property will be the applicable Effective Time under this Agreement for the Interest of which the preferential right property is a part.
Third-Party Failure to Purchase. If a third party gives notice of its intent to exercise a preferential right to purchase a preferential right property, but does not close the purchase for any reason either before or within a reasonable time after Closing, Buyer will be obligated to acquire the preferential right property under the terms of this Agreement, for the positive dollar Allocation (or if the Allocation is a negative amount, ExxonMobil will refund the absolute value of the negative amount to Buyer, without interest). Closing on the preferential right property will be scheduled to occur within forty-five days after Buyer receives ExxonMobil’s notice that the third party has not closed. The effective time for the preferential right property will be the Effective Time under this Agreement.
Third-Party Failure to Purchase. If a third party gives notice of its intent to exercise a preferential right to purchase any of the Interests, but does not close the purchase for any reason either before or within a reasonable time after Closing, Buyer will be obligated to acquire the preferential right property under the terms of this Agreement, for the positive dollar Allocation (or if the Allocation is a negative amount, XTO Energy will refund the absolute value of the negative amount to Buyer, without interest). Closing on the preferential right property will be scheduled to occur within forty-five (45) days after Buyer receives XTO Energy’s notice that the third party has not closed. The effective time for the preferential right property will be the Effective Time under this Agreement.
Third-Party Failure to Purchase. If a third party gives notice of its intent to exercise a preferential right to purchase any of the Assets, but does not close the purchase for any reason either before or within a reasonable time after Closing, then there shall promptly be an additional Closing between Seller and Buyer for the Assets pursuant to the terms of this Agreement, by which Seller will transfer the Assets to Buyer and Buyer will promptly pay Seller the Purchase Price.
Third-Party Failure to Purchase. If (i) a third party exercises a Preferential Purchase Right for an Asset, but fails to close the purchase on or before the final determination of the Base Purchase Price pursuant to Section 11.3, and the time for the exercise of such Preferential Purchase Right has expired, or (ii) a Preferential Purchase Right is waived by the applicable third party or the time for the exercise of such Preferential Purchase Right expires without exercise, Sellers shall give written notice to Buyer of such event, and Buyer shall purchase such Asset for the Allocated Value set forth on Exhibit “C” for such Asset and on the terms and conditions set forth in this Agreement including the Effective Time set forth in this Agreement, the adjustments applicable to such Asset under Section 3.3, and the conditions precedent to Closing set forth in Article 10; provided, however, that Buyer shall not be responsible for, and Sellers shall indemnify, defend and hold harmless Buyer Group from and against any and all Claims and Losses related to the failed Preferential Purchase Right pursuant to Section 16.4.
Third-Party Failure to Purchase. If an Exercising PRP Holder gives written notice of its intent to exercise a preferential right to purchase the Beta Interests, but does not close the purchase for any reason either before or within sixty (60) days after the Closing, Noble shall give Buyer notice thereof and Buyer will be obligated to acquire the property subject to such preferential right under the terms of this Agreement, without payment of any additional amount by Buyer or Noble. The closing on the preferential right property will be scheduled to occur within forty-five (45) days after Buyer receives Noble's notice that the Exercising PRP Holder has not closed. The effective time for transfer of the property subject to the preferential right will be the Effective Time and all other terms and conditions of this Agreement shall apply to the sale of such interest as if such property had been transferred to Buyer at the Closing.