Common use of Actions and Consents Clause in Contracts

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”), (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such values. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further obligation to each other with respect thereto.

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller represents that to the best of Seller’s knowledge, Exhibit A and Schedule 4.9 are accurate and complete; however, certain preferential purchase rights or rights of approval or consent may exist with respect to the Properties under the agreements and Leases shown on Exhibit “A,” whether or not they are correctly listed on Schedule 4.9. Seller shall use reasonable efforts to timely notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”)rights, (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the AssetsProperties, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights preferential rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights preferential rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to ClosingClosing and the failure to secure such consent or approval in advance of Closing would materially and adversely affect the Property or Properties subject thereto, the interest or part thereof so affected shall shall, if Buyer so elects, be eliminated excluded from the Assets sale and purchase contemplated hereby and the Purchase Price shall be reduced by the portion Allocated Value of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” Schedule 3.1 If any additional Preferential Purchase Rights third party preferential rights are discovered after Closing, or if a third party Preferential Purchase Rights preferential rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rightspreferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's ’s sole remedy against Seller shall be the return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” Schedule 3.1 to the portion of the assets Properties on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyerperson, plus any expenses incurred by Buyer in connection with such Properties and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such valuesre-conveyance thereof. (c) With respect In the event one or more Properties or any interest therein is excluded pursuant to any portion of Article 9.1.(b) because the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets same is subject to such outstanding obligations will be deferred (the “Third Party Interests”). preferential purchase rights, consents or approvals, Closing with respect to all other Assets Properties will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value Allocated Value of the Third Party Interestsexcluded Properties or interest. In the event that within ninety (90) days after Closing any such Preferential Purchase Right preferential purchase right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable governing documents, Seller may sell the affected Third Party Interest Property or interest to Buyer), then Closing will proceed promptly on the Closing same terms set forth herein with respect to the applicable portion of the Third Party Interests will proceed promptlysuch Property or interest. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests Properties or interests and the Parties shall have no further obligation to each other with respect thereto.

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall properly notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”), (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which the holders of such rights are entitledentitled within five (5) business days after the date this agreement is executed. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If If, prior to Closing, any such a holder of a Preferential Purchase Rights are timely and properly exercised, or Right notifies Seller is unable that it intends to obtain a necessary consent or approval prior exercise its right with respect to Closingan Asset to which its Preferential Purchase Right applies (as determined in accordance with the agreement in which the Preferential Purchase Right arises), the interest Asset (or part thereof so affected relevant portion thereof) covered by said Preferential Purchase Right shall be eliminated excluded from the Assets to be conveyed to Buyer, and the Purchase Price shall be reduced by the portion Allocated Value of said Asset (or proportionate part thereof if only a partial interest is affected). If the holder of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” If any additional Preferential Purchase Rights are discovered Right fails to consummate the purchase of the Asset 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, or if a third party Preferential Purchase Rights holder alleges improper noticewhichever is later, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller sell to Buyer of that portion of the Purchase Price allocated under Exhibit “B” to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless shall purchase from all liability and claims related Seller, such Asset under the terms of this Agreement for a price equal to the reasonableness Allocated Value of such valuesAsset (or proportionate part thereof). Notwithstanding the foregoing, Buyer shall have no obligation under this Agreement or otherwise to purchase the Asset if Buyer is not notified of the Preferential Purchase Right holder’s failure to consummate the purchase of the Asset within ninety (90) calendar days following Closing. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value of the Third Party Interests. In the event that that, within ninety (90) days after Closing Closing, any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes after delivery of proper notice to the holders of the Third Party Interests (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further obligation to each other with respect thereto.

Actions and Consents. (a) Seller Optionor and Buyer Optionee agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall notify all holders Prior to the execution of this Agreement, Optionor and Optionee will satisfy themselves that the execution of this Agreement will not in and of itself trigger (i) any preferential rights to purchase purchase, or any rights of first refusal to purchase, any of the Assets (“Preferential Purchase Rights”), or (ii) any rights of consent to the assignment, or (iii) rights of approval to the assignment Agreement or transactions contemplated by the Agreement (“Consents”). In the event that Optionor and Optionee determine before or after the execution of this Agreement that a Preferential Purchase Right or Consent is triggered by the execution of this Agreement, they will endeavor to obtain a waiver of such right, or such consent, as applicable, and failing which, will negotiate an agreed upon reduction or reimbursement of the Assetsinitial installment of the consideration for the initial term of the Option to Purchase payable upon execution of this Agreement. (c) Promptly after the Option Exercise Date, Optionor shall notify all holders of Preferential Purchase Rights and Consents of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller Optionor shall promptly notify Buyer Optionee if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller Optionor is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from treated in the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof same manner as provided in Exhibit “B.” an uncured Title Defect. If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer Optionee agrees to cooperate with Seller Optionor in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's Optionee’s sole remedy against Seller Optionor shall be return payment by Seller Optionor to Buyer Optionee of the value of that portion of the Purchase Price allocated under Exhibit “B” to the portion of the assets Assets on which such rights are exercised and lost by Buyer Optionee to such third party. The Parties agree that party determined in the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such valuessame manner as a Title Defect Value. (cd) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing Closing, or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, the Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (nevertheless proceed along with the “Third Party Interests”). Closing with respect to all of other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is not waived or consent or approval is not obtained or the time for election to purchase or to deliver a consent or approval passes does not pass (such that under the applicable documents, Seller Optionor may not sell the affected Third Party Interest third party interest to BuyerOptionee), then Optionee shall reassign same to Optionor and Optionor will promptly pay to Optionee the Closing with respect to the applicable portion value of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further obligation to each other with respect theretothird party interests.

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall properly notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”), (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which the holders of such rights are entitledentitled within five (5) business days after the date this agreement is executed. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If If, prior to Closing, any such a holder of a Preferential Purchase Rights are timely and properly exercised, or Right notifies Seller is unable that it intends to obtain a necessary consent or approval prior exercise its right with respect to Closingan Asset to which its Preferential Purchase Right applies (as determined in accordance with the agreement in which the Preferential Purchase Right arises), the interest Asset (or part thereof so affected relevant portion thereof) covered by said Preferential Purchase Right shall be eliminated excluded from the Assets to be conveyed to Buyer, and the Purchase Price shall be reduced by the portion Allocated Value of said Asset (or proportionate part thereof if only a partial interest is affected). If the holder of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” If any additional Preferential Purchase Rights are discovered Right fails to consummate the purchase of the Asset subject to the Preferential Purchase Right, Seller shall promptly notify Buyer. Within ten (10) business days after Xxxxx’s receipt of such notice or Closing, or if a third party Preferential Purchase Rights holder alleges improper noticewhichever is later, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller sell to Buyer of that portion of the Purchase Price allocated under Exhibit “B” to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless shall purchase from all liability and claims related Seller, such Asset under the terms of this Agreement for a price equal to the reasonableness Allocated Value of such valuesAsset (or proportionate part thereof). Notwithstanding the foregoing, Buyer shall have no obligation under this Agreement or otherwise to purchase the Asset if Buyer is not notified of the Preferential Purchase Right holder’s failure to consummate the purchase of the Asset within ninety (90) calendar days following Closing. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value of the Third Party Interests. In the event that that, within ninety (90) days after Closing Closing, any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes after delivery of proper notice to the holders of the Third Party Interests (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further obligation to each other with respect thereto.

Actions and Consents. (a) Seller and Buyer agree that each shall use all commercially reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction transactions provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”)Rights relating to the Assets, (ii) rights of consent to the assignmentassignment or other Transfer Requirements, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase thePurchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such values.F.” (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted or waived prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent or approval has not expiredexpired (and Buyer is unwilling to assume the Liability associated with the failure to obtain such consent or approval), Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Subject to Section 9.2, Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase thePurchase Price delivered to Seller at Closing will be reduced by the allocated value Allocated Value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then subject to the terms and conditions hereof (including Article 12) the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further Liability or obligation to each other with respect thereto.. Purchase and Sale Agreement- Sun River Energy, Inc. and Katy Resources ETX, LLC

Actions and Consents. (a) Seller and Buyer agree that each shall use all commercially reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Certain preferential purchase rights or rights of approval or consent may exist with respect to the Properties under the agreements and Leases shown on Exhibit “A”. Seller shall use reasonable efforts to notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”)rights, (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the AssetsProperties, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall cause any of its affiliates holding such rights to waive such rights. Seller shall promptly notify Buyer if any Preferential Purchase Rights preferential rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights preferential rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated excluded from the Assets sale and purchase contemplated hereby and the Purchase Price shall be reduced by the portion Allocated Value of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” Schedule 3.1. If any additional Preferential Purchase Rights third party preferential rights are discovered after Closing, or if a third party Preferential Purchase Rights preferential rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rightspreferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's ’s sole remedy against Seller with respect to such exercise shall be the return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” Schedule 3.1 to the portion of the assets Property or Properties on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such valuesperson. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further obligation to each other with respect thereto.

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall notify all holders of (i) preferential rights to purchase the Assets (“"Preferential Purchase Rights”"), (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” B. If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” B to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such values. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “"Third Party Interests”"). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties parties shall have no further obligation to each other with respect thereto.

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction transactions provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”), (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.C.” If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's ’s sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “BC” to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such values. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted (other than Permitted Encumbrances) and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value Allocated Value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further obligation to each other with respect thereto.

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it such party will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Certain preferential purchase rights or rights of approval or consent may exist with respect to the Assets. Seller shall use its best efforts to notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”)rights, (ii) rights of consent to the assignment, or (iii) assignment and rights of approval to the assignment of the Assets, of Seller's intention to sell the applicable Assets to Buyer and of such the terms and conditions of this Agreement to of which the holders of such rights are entitledentitled to be advised. Seller shall promptly notify Buyer if any Preferential Purchase Rights preferential rights are exercised, any consents or approvals denied, denied or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights preferential rights are timely and properly exercised, or if Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” value thereof. If any additional Preferential Purchase Rights third party preferential purchase rights are discovered after Closing, or if a third party Preferential Purchase Rights preferential rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rightspreferential purchase rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be promptly return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” relating to the portion of the assets Assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such values. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Closing with respect to all other Assets will proceed as provided Nothing in this Agreement, but the Base Purchase Price delivered subsection shall apply to Seller at Closing will be reduced by the allocated value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as of assignment by governmental entities where such approvals are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further obligation to each other with respect theretocustomarily obtained after Closing.

Actions and Consents. (a) Seller and Buyer agree that each shall use all commercially reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction transactions provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”)Rights relating to the Assets, (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.F.” If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability Liability and claims Claims related to the reasonableness of such values. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted or waived prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent or approval has not expiredexpired (and Buyer is unwilling to assume the Liability associated with the failure to obtain such consent or approval), Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Subject to Section 9.2, Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value Allocated Value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then subject to the terms and conditions hereof (including Article 12) the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further Liability or obligation to each other with respect thereto.

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall notify all holders of (i) preferential rights to purchase the Assets (“"Preferential Purchase Rights”"), (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which which-the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” B. If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” B to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such values. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “"Third Party Interests”"). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties parties shall have no further obligation to each other with respect thereto.

Actions and Consents. (a) Seller and Buyer agree that each shall use all commercially reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction transactions provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”)Rights relating to the Assets, (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Stock Consideration portion of the Purchase Price reduced by the Stock Consideration portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such values."F." (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted or waived prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent or approval has not expiredexpired (and Buyer is unwilling to assume the Liability associated with the failure to obtain such consent or approval), Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “"Third Party Interests”"). Subject to Section 9.2, Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Stock Consideration portion of the Purchase Price delivered to Seller at Closing will be reduced by the allocated value Allocated Value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then subject to the terms and conditions hereof (including Article 12) the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further Liability or obligation to each other with respect thereto.

Actions and Consents. (a) Seller and Buyer agree that shall each shall use all commercially reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction transactions provided in this Agreement and to assure that it will not be under any material corporate, legal, legal or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”)Rights relating to the Assets, (ii) rights of consent to the assignmentassignment of the Assets, or (iii) rights of approval to the assignment of the Assets, and Assets of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If Notwithstanding anything set forth in Articles 7 and 8 herein, if prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.F.” If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties Assets subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability Liability and claims Claims related to the reasonableness of such values. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted or waived prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent or approval has not expiredexpired and, in the case of consents or approvals, the reassignment of the affected Lease in the absence of such consent or approval having been obtained would (x) be void or voidable at the option of the holder of the consent or approval right, (y) subject buyer to a liquidated damages penalty or (z) give rise to an express right to terminate the affected Lease, (and Buyer is unwilling to assume the Liability associated with the failure to obtain such consent or approval), Closing with respect to the specific portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Subject to Section 9.2, Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value Allocated Value of the Third Party Interests. In the event that within ninety one hundred twenty (90120) days after Closing any such Preferential Purchase Right is waived or consent or approval is - 28 - obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then subject to the terms and conditions hereof (including Article 12), the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety one hundred twenty (90120) day period, Seller shall retain such Third Party Interests Interests, and the Parties shall have no further Liability or obligation to each other with respect thereto. (d) If any additional Preferential Purchase Rights are discovered after Closing, or if a Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid Preferential Purchase Rights. In the event any such valid Preferential Purchase Rights are validly exercised after Closing, Buyer’s sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “F” to the portion of the Assets on which such rights are exercised and lost by Buyer to such third Person. (e) COVENANTS

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it It will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Although Seller makes no warranty or representation with respect to the accuracy or completeness of Exhibit A, certain preferential purchase rights or rights of approval or consent may exist with respect to the Assets under the agreements and Leases shown on Exhibit A. To the best of Seller's knowledge, Exhibit "E" lists all contracts containing Preferential Rights to Purchase and Consents to Assign. Seller shall use reasonable efforts to notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”)rights, (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the Assets, of its intention to exchange the portion of the Assets affected thereby, and of such terms and conditions of this Agreement to which the holders of such rights right are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights preferential rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights preferential rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees B. Subject to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such valuesArticle 9. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further obligation to each other with respect thereto.

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Promptly after execution of this Agreement, Seller shall notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”), (ii) rights of consent to the assignmentassignment of the Assets, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “B.” B. If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights Preferential Purchase Rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “B” B to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such values. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “Third Party Interests”). Closing with respect to all other Assets ) will proceed occur as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value of scheduled and Buyer shall take the Third Party Interests. Interests subject to any such remaining Preferential Purchase Rights and shall indemnify Seller for any losses incurred by Seller in connection therewith. (d) In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing Transfer Requirement with respect to the applicable portion any of the Third Party Interests will proceed promptly. If such waiversAssets has not been waived, consents complied with or approvals as are necessary are not received by Seller within otherwise satisfied prior to the applicable ninety (90) day periodClosing Date, Seller shall retain hold title to the Asset(s) affected by such Third Party Interests unresolved Transfer Requirement for the benefit of Buyer, and Buyer shall be entitled to all benefits and shall bear all liabilities, costs and expenses associated the Parties or related to such Assets, and Buyer shall have no further obligation indemnify, defend and hold harmless Seller in relation to each such Assets to the full extent applicable to Assets conveyed to Buyer under the Purchase and Sale Agreement. For purposes of this Article 10, “Transfer Requirement” means any consent, approval, authorization or permit of, or filing with or notification to, any person which is required to be obtained, made or complied with for or in connection with any sale, assignment, transfer or encumbrance of any Asset or any interest therein, other than any consent of, notice to, filing with, or other action by governmental bodies in connection with respect theretothe sale or conveyance of oil and/or gas leases or interests therein, or surface contracts or interests therein, if they are not required prior to the assignment of such oil and/or gas leases, surface contracts or interests or they are customarily obtained subsequent to the sale or conveyance (including consents from the Bureau of Land Management or state agencies).

Actions and Consents. (a) Seller and Buyer agree that each shall use all reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction provided in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that could prohibit or delay the timely consummation of such transaction. (b) Seller shall notify all holders of (i) preferential rights to purchase the Assets (“Preferential Purchase Rights”"PREFERENTIAL PURCHASE RIGHTS"), (ii) rights of consent to the assignment, or (iii) rights of approval to the assignment of the Assets, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Buyer if any Preferential Purchase Rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If prior to Closing, any such Preferential Purchase Rights are timely and properly exercised, or Seller is unable to obtain a necessary consent or approval prior to Closing, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Exhibit “"B.” " If any additional Preferential Purchase Rights are discovered after Closing, or if a third party Preferential Purchase Rights holder alleges improper notice, then Buyer agrees to cooperate with Seller in giving effect to any such valid third party Preferential Purchase Rights. In the event any such valid third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Seller shall be return by Seller to Buyer of that portion of the Purchase Price allocated under Exhibit “"B” " to the portion of the assets on which such rights are exercised and lost by Buyer to such third party. The Parties agree that the Allocated Values for properties subject to Preferential Purchase Rights shall be the sole responsibility of Buyer, and Buyer agrees to indemnify and hold Seller harmless from all liability and claims related to the reasonableness of such values. (c) With respect to any portion of the Assets for which a Preferential Purchase Right has not been asserted prior to Closing or a consent or other approval to assign has not been granted and for which the time for election to exercise such Preferential Purchase Right or to grant such consent has not expired, Closing with respect to the portion of the Assets subject to such outstanding obligations will be deferred (the “"Third Party Interests”"). Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at Closing will be reduced by the allocated value of the Third Party Interests. In the event that within ninety (90) days after Closing any such Preferential Purchase Right is waived or consent or approval is obtained or the time for election to purchase or to deliver a consent or approval passes (such that under the applicable documents, Seller may sell the affected Third Party Interest to Buyer), then the Closing with respect to the applicable portion of the Third Party Interests will proceed promptly. If such waivers, consents or approvals as are necessary are not received by Seller within the applicable ninety (90) day period, Seller shall retain such Third Party Interests and the Parties shall have no further obligation to each other with respect thereto.