Common use of ASSIGNMENT - RIGHT OF FIRST OFFER Clause in Contracts

ASSIGNMENT - RIGHT OF FIRST OFFER. 37.1 The Optionor agrees that it will not assign to any third party, all or part of its Interest or rights, duties or obligations contemplated by this Agreement without the consent of the Optionee, which consent shall not be unreasonably withheld. 37.2 Notwithstanding paragraph 37.1, the Optionor may assign all or part of its Interest or obligations contemplated in this Agreement to an Affiliate of the Optionor without the express approval of the Optionee. 37.3 If a Party (hereinafter in this paragraph referred to as the "Owner") wishes to sell its Interest, the Owner will first offer (the "Offer") to sell such Interest to the other Party, and if there are more than one Party, then to the Parties in proportion to their respective Interests, in writing. The Offer must set out the price and terms and conditions under which the Owner is willing to sell its interest to the other Party. 37.4 If within a period of 30 days of the receipt of the Offer, the other Party or Parties, as the case may be, notifies the Owner in writing that it will accept the same, the Owner will be bound to sell such Interest to the other Party or Parties on the terms and conditions of the Offer. The other Party, and if there is more than one Party, then the other Parties in proportion to their respective Interests, will in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the Interest of the Owner being sold, the total purchase price which the Owner specified in its notice to the other Party or Parties including any amount credited for the cash equivalent of any non-cash consideration within 30 days of notifying the Owner that it will accept the Offer. 37.5 If the other Party fails to notify the Owner before the expiration of the time limited there for that it will purchase the Interest offered, the Owner may sell and transfer such Interest to a third party purchaser provided that the transfer price and terms and conditions of the sale will be the same as the Offer. 37.6 Any sale hereunder will be conditional upon the proposed third party purchaser delivering a written undertaking to the other Party, in form and content satisfactory to the other Party's counsel, to be bound by the terms and conditions of this Agreement.

ASSIGNMENT - RIGHT OF FIRST OFFER. 37.1 36.1 The Optionor agrees that it will not assign or sell to any third party, all or part of its Interest or rights, duties or obligations contemplated by this Agreement without the consent of the Optionee, which consent shall not be unreasonably withheld. 37.2 36.2 Notwithstanding paragraph 37.136.1, the Optionor may assign all or part of its Interest or obligations contemplated in this Agreement to an Affiliate of the Optionor without the express approval of the Optionee. 37.3 36.3 If a Party (hereinafter in this paragraph referred to as the "“Owner"”) wishes to sell its Interest, the Owner will first offer (the "“Offer"”) to sell such Interest to the other Party, and if there are more than one Party, then to the Parties in proportion to their respective Interests, Party in writing. The Offer must set out the price and terms and conditions under which the Owner is willing to sell its interest to the other Party. 37.4 36.4 If within a period of 30 days of the receipt of the Offer, the other Party or Parties, as the case may be, notifies the Owner in writing that it will accept the same, the Owner will be bound to sell such Interest to the other Party or Parties on the terms and conditions of the Offer. The other Party, and if there is more than one Party, then the other Parties in proportion to their respective Interests, Party will in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the Interest of the Owner being sold, the total purchase price which the Owner specified in its notice to the other Party or Parties including any amount credited for the cash equivalent of any non-cash consideration consideration, within 30 days of notifying the Owner that it will accept the Offer. 37.5 36.5 If the other Party fails to notify the Owner before the expiration of the time limited there for that it will purchase the Interest offered, the Owner may sell and transfer such Interest to a third party purchaser provided that the transfer price and terms and conditions of the sale will be the same as the Offer, and (if the Owner is the Optionor) subject to paragraph 36.1. 37.6 36.6 Any sale hereunder will be conditional upon the proposed third party purchaser delivering a written undertaking to the other Party, in form and content satisfactory to the other Party's ’s counsel, to be bound by the terms and conditions of this Agreement.

ASSIGNMENT - RIGHT OF FIRST OFFER. 37.1 36.1 The Optionor agrees that it will not assign or sell to any third party, all or part of its Interest or rights, duties or obligations contemplated by this Agreement without the consent of the Optionee, which consent shall not be unreasonably withheld. 37.2 36.2 Notwithstanding paragraph 37.136.1, the Optionor may assign all or part of its Interest or obligations contemplated in this Agreement to an Affiliate of the Optionor without the express approval of the Optionee. 37.3 36.3 If a Party (hereinafter in this paragraph referred to as the "“Owner"”) wishes to sell its Interest, the Owner will first offer (the "“Offer"”) to sell such Interest to the other Party, and if there are more than one Party, then to the Parties in proportion to their respective Interests, Party in writing. The Offer must set out the price and terms and conditions under which the Owner is willing to sell its interest to the other Party. 37.4 36.4 If within a period of 30 days of the receipt of the Offer, the other Party or Parties, as the case may be, notifies the Owner in writing that it will accept the same, the Owner will be bound to sell such Interest to the other Party or Parties on the terms and conditions of the Offer. The other Party, and if there is more than one Party, then the other Parties in proportion to their respective Interests, Party will in such case pay to the Owner, against receipt of an absolute transfer of clear and unencumbered title to the Interest of the Owner being sold, the total purchase price which the Owner specified in its notice to the other Party or Parties including any amount credited for the cash equivalent of any non-cash consideration within 30 days of notifying the Owner that it will accept the Offer. 37.5 36.5 If the other Party fails to notify the Owner before the expiration of the time limited there for that it will purchase the Interest offered, the Owner may sell and transfer such Interest to a third party purchaser provided that the transfer price and terms and conditions of the sale will be the same as the Offer, and (if the Owner is the Optionor) subject to paragraph 36.1. 37.6 36.6 Any sale hereunder will be conditional upon the proposed third party purchaser delivering a written undertaking to the other Party, in form and content satisfactory to the other Party's ’s counsel, to be bound by the terms and conditions of this Agreement.