THIRD PARTY RIGHTS AND CONSENTS Sample Clauses
The 'Third Party Rights and Consents' clause defines whether individuals or entities not directly involved in the contract (third parties) have any rights or obligations under the agreement. Typically, this clause clarifies that only the parties who have signed the contract can enforce its terms, and that any necessary permissions or consents from third parties must be obtained separately. Its core function is to prevent unintended legal claims or obligations from arising in favor of or against third parties, thereby ensuring that the contract's effects are limited to the intended parties and reducing the risk of disputes involving outsiders.
THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to and following Closing, at the request of the Purchaser, Vendor shall use reasonable efforts to obtain and deliver to the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for.
(b) Within one (1) Business Day following the execution of this Agreement by the Parties, the Vendor shall advise the Purchaser which of the Assets that the Vendor is aware are subject to Preferential Rights. On or before July 18, 2005, the Purchaser shall advise the Vendor in writing of its bona fide allocations of value for such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide and reasonable, the Vendor shall comply with the applicable provisions of such Preferential Rights and shall, on or before July 22, 2005, serve notices to the Third Parties (and Purchaser if applicable) holding such Preferential Rights, such notices to be in a form acceptable to the Purchaser acting reasonably, using the bona fide allocations of the Purchaser. All such notices shall include a request for a waiver of the Preferential Rights held. In the event the Vendor is not satisfied that the allocations of value made by the Purchaser are bona fide and reasonable, the Vendor and Purchaser shall forthwith meet in good faith to discuss the issue. If, after such a meeting, the Vendor and Purchaser are not able to agree upon the value of Assets affected by Preferential Rights, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16.
(c) The Vendor shall notify the Purchaser in writing forthwith upon the exercise or waiver, on or before the Closing Date, if any, of any Preferential Rights held by a Third Party, provided however, the Parties acknowledge that the time period in which Third Parties may elect to exercise certain Preferential Rights may not expire until after the Closing Date. The following shall apply with respect to Preferential Rights:
(i) Notwithstanding the exercise of a Preferential Right prior to the Closing Date, the Parties shall proceed with Closing on the Closing Date and the definition of the Assets shall not be amended as a result of the exercise of any Preferential Right;
(ii) after Closing on the Closing Date, the...
THIRD PARTY RIGHTS AND CONSENTS. 3.1 Preferential Rights of Purchase and Consents 9 3.2 Operatorship and Third Parties 9 ARTICLE 4
THIRD PARTY RIGHTS AND CONSENTS. 10.1 If any of the Assets are subject to a preferential right of purchase or similar restrictions, or require the consent of any third party, which are in either case made effective by virtue of this Agreement, then Fort ▇▇▇▇▇ shall promptly serve all notices as are required under the preferential purchase or consent provisions. Each such notice shall include a request for a waiver of any preferential or similar right to purchase any of the Assets and for the granting of any consent that may be required. E-Com may not waive the existence or operation of any preferential or similar right to purchase any of the Assets. If the holder of any preferential or similar right to purchase any of the Assets exercises such right, or a third party required to give consent refuses to give such consent, then such right or refusal shall not be considered a defect of title and such Assets shall be excluded from the purchase and sale herein, and the purchase price to be paid by E-Com to Fort ▇▇▇▇▇ pursuant to clause 2 hereof shall be reduced by an amount to be negotiated by the parties acting reasonably and without delay.
THIRD PARTY RIGHTS AND CONSENTS. 9.1 If any of the Assets are subject to a preferential right of purchase or similar restrictions, or require the consent of any third party, which are in either case made effective by virtue of this Agreement, then Fox L.L.C. shall promptly serve all notices as are required under the preferential purchase or consent provisions. Fox Inc. shall forthwith supply to Fox L.L.C. the value placed by Fox Inc. for the purposes of this purchase on any of the Assets with respect to which Fox L.L.C. is required to give notice pursuant to this clause. Each such notice shall include a request for a waiver of any preferential or similar right to purchase any of the Assets and for the granting of any consent that may be required. Fox Inc. may not waive the existence or operation of any preferential or similar right to purchase any of the Assets. If the holder of any preferential or similar right to purchase any of the Assets exercises such right, or a third party required to give consent refuses to give such consent, then such right or refusal shall not be considered a defect of title and such Assets shall be excluded from the purchase and sale herein, and the purchase price to be paid by Fox Inc. to Fox L.L.C. pursuant to clause 3 hereof shall be reduced by an amount to be negotiated by the parties acting reasonably and without delay.
THIRD PARTY RIGHTS AND CONSENTS
THIRD PARTY RIGHTS AND CONSENTS