Amendments to Assets. Insofar as third parties elect to exercise any Right of First Refusal, the Vendor will promptly notify the Purchaser of that exercise. If the notice is received prior to Closing, the Purchaser will proceed only with the acquisition of those interests in the Assets to which those exercised third party Rights of First Refusal do not directly pertain. The value and description of the Assets will be amended under section 1.01, and, the parties will proceed with Closing for those unaffected Assets, with a resultant adjustment of accounts. If the notice is received after Closing, the Purchaser will re-convey those interests to the Vendor, or as the Vendor may direct, free and clear of any encumbrances created by, through or under the Purchaser, upon receipt by the Purchaser of that portion of the Purchase Price allocated to such interests.
Amendments to Assets. Insofar as any Third Party validly elects to exercise or waive any Identified ROFRs for which notices were issued pursuant to Section 7.2, Vendor will promptly notify Purchaser of that exercise or waiver. Vendor shall comply with the terms of each of the Identified ROFRs exercised by the holders thereof by selling and conveying to such holders the portion of the Assets which are subject to such exercised Identified ROFR. If any Identified ROFRs are exercised by the holders thereof this Agreement shall be deemed to have been amended, as of the Effective Time, to exclude the applicable Assets from the definitions of “Assets”, “Miscellaneous Interests”, “Petroleum and Natural Gas Rights”, “Tangibles” and “Xxxxx”, as may be applicable, and to reduce the Purchase Price by the aggregate of the values allocated to such Assets as provided in Section 7.1, and account for any resultant adjustments to the interim statement of adjustments applicable to such Assets.
Amendments to Assets. Insofar as any Third Party validly elects to exercise any Right of First Refusal, Vendor will promptly notify Purchaser of that exercise. In such event, Purchaser will proceed only with the acquisition of those interests in the Assets to which those exercised Third Party Rights of First Refusal do not directly pertain. The value and description of the Assets will be amended under Clause 1.06, and subject to the other terms of this Agreement, the Parties will proceed with Closing for those unaffected Assets, with a resultant adjustment of accounts.
