Common use of Consents and Preferential Rights Clause in Contracts

Consents and Preferential Rights. (a) The Parties acknowledge that certain of the consents and preferential rights set forth on Schedule 3.2 will, if Seller attempts to assign the Property Agreements affected by such consents, impair the effectiveness of the Assignment of the Assets or terminate the affected Property Agreement by reason of the attempted assignment (such consents and preferential rights being referred to herein as the “Required Consents”). Seller shall continue to be obligated to use its commercially reasonable efforts to procure all Required Consents set forth on Schedule 3.2 for a period of time ending 90 days following Closing (the “Consent Period”). (b) If any Required Consent has not been obtained by Seller at or prior to the Closing, Seller will so notify Buyer and the Assets affected by such Required Consents will not be assigned to Buyer at Closing, and the Base Purchase Price will be reduced by an amount equal to the Allocated Value attributable to the affected Asset(s), or interest therein, affected by such outstanding Required Consent in accordance with the provisions of Section 2.6, subject to the further provisions of Section 7.3(c) below. (c) If any Required Consent not obtained by Closing is not obtained prior to the end of the Consent Period, the affected Asset, or interest therein, will not be assigned to Buyer and neither Seller nor Buyer will have any further obligation under this Agreement with respect to said Asset or interest therein except for Seller’s obligations as to Retained Liabilities; provided, however, that Buyer and Seller may mutually agree to sell and purchase any such excluded Asset or interest therein affected by a Required Consent obtained following the end of the Consent Period. If a Required Consent is obtained during the Consent Period, Buyer will pay Seller the Allocated Value of the applicable Assets as part of the Final Settlement Statement process and Seller will assign the applicable portion of the Assets to Buyer no later than the Final Settlement Date.

Consents and Preferential Rights. (a) The Parties acknowledge that certain Immediately following the execution of this Agreement, Seller will notify the holders of the consents consent rights and preferential rights set forth on Schedule 3.2 will3.2. Seller will exercise commercially reasonable efforts to satisfy all of such requirements prior to the Closing. (b) Schedule 5.4 sets forth a list of Leases and Property Agreements requiring the consent of third parties to assign that, if Seller attempts to assign not obtained by Closing, would: (i) invalidate the Property Agreements affected by such consents, impair the effectiveness conveyance of the Assignment Assets, (ii) result in the termination of the Assets affected agreement, or terminate (iii) result in the material breach of the affected Property Agreement by reason of the attempted assignment agreement (such consents and preferential rights being referred to herein as collectively, the “Required Consents”). ; provided, however, that consents and approvals that are customarily obtained post Closing (such as federal and state approvals of assignments), and other consents that do not specifically invalidate the conveyance if not obtained are not “Required Consents.” Seller shall continue to be obligated to use its commercially reasonable efforts to procure obtain all Required Consents set forth on Schedule 3.2 for a period of time ending 90 days following Closing (the “Consent Period”)and to give notices required in connection with preferential purchase rights prior to Closing. (bc) If any a Required Consent has not been obtained by as of the Closing, then (i) the portion of the Assets for which such Required Consent has not been obtained shall not be conveyed at the Closing, (ii) the Allocated Value for that Asset shall not be paid to Seller at or Closing (in the same manner as an agreed-upon Title Defect), and (iii) Seller shall use its reasonable efforts to obtain such consent as promptly as possible following Closing. If such Required Consent has been obtained as of the end of the Cure Period, Seller shall convey the affected Asset to Buyer effective as of the Effective Time and Buyer shall pay Seller the Allocated Value of the affected Asset, subject to any applicable adjustments pursuant to Section 2.3. If such Required Consent has not been obtained as of the end of the Cure Period, the affected Asset shall be deemed to be an Excluded Asset and Seller shall retain such Asset and all revenue with respect thereto. Buyer shall reasonably cooperate with Seller in obtaining any Required Consent. (d) Subject to the terms of the Assignment, all other agreements set forth on Schedule 3.2 will be assigned to Buyer at Closing and it will be the responsibility of Buyer to obtain the required consents after Closing. (e) If any preferential right to purchase any portion of the Assets is exercised prior to the ClosingClosing Date, or if the time frame for the exercise of such preferential purchase right has not expired and Seller will so notify Buyer and has not received notice of an intent not to exercise or waiver of the preferential purchase right, then that portion of the Assets affected by such Required Consents will not preferential purchase right shall be assigned to Buyer excluded from the Assets at Closing, Closing and the Base Purchase Price will shall be reduced adjusted downward by an amount equal to the Allocated Value attributable of such affected Assets. If a portion of the Assets is excluded from the Assets conveyed at Closing because the time for exercising a preferential right to purchase has not run, but the affected Asset(s), or interest therein, affected by such outstanding Required Consent in accordance with the provisions of Section 2.6, subject to the further provisions of Section 7.3(c) below. (c) If any Required Consent not obtained by Closing is not obtained prior to time for exercising expires without exercise before the end of the Consent Cure Period, Seller will convey the affected Asset, or interest therein, will not be assigned to Buyer and neither Seller nor Buyer will have any further obligation under this Agreement with respect to said Asset or interest therein except for Seller’s obligations as to Retained Liabilities; provided, however, that Buyer and Seller may mutually agree to sell and purchase any such excluded Asset or interest therein affected by a Required Consent obtained following the end portion of the Consent Period. If a Required Consent is obtained during the Consent PeriodAssets to Buyer, and Buyer will pay Seller the Allocated Value of the applicable Assets as part of the Final Settlement Statement process and Seller will assign the applicable affected portion of the Assets, subject to any applicable adjustments pursuant to Section 2.3 (f) If a third party exercises its preferential right to purchase, but fails to consummate the transaction prior to the Closing, Seller shall retain the affected Assets at Closing and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. (g) If a third party exercises its preferential right to purchase, but does not consummate the transaction within the time frame specified in the preferential purchase right (provided that the reason therefore is not Seller’s default), Seller agrees to convey the affected Asset to Buyer no later than as soon as possible after the Final Settlement Dateexpiration of the time for consummation of the transaction by the holder of the preferential right, such conveyance to be effective as of the Effective Time, and Buyer agrees to pay Seller the Allocated Value of the affected Asset. (h) If a preferential purchase right is not discovered prior to Closing, and the affected Asset is conveyed to Buyer at Closing, and the preferential purchase right is exercised after Closing, Buyer agrees to convey such affected Asset to the party exercising such right on the same terms and conditions under which Seller conveyed such Asset to Buyer (with the purchase price being the Allocated Value for the affected Asset) and retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising party, such conveyance to be in form and substance as provided in this Agreement. (i) The remedies set forth in this Section 5.4 are the exclusive remedies for the preferential purchase rights and consents (including Required Consents)

Consents and Preferential Rights. Should a third party fail to exercise its preferential right to purchase 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 7.6, such Assets shall be included in the transaction at Closing and the following procedures shall be applicable: (a) The Parties acknowledge that certain Conveyance from Assignor to Assignee of the consents and preferential rights set forth on Schedule 3.2 will, if Seller attempts to assign the Property Agreements Assets affected by such consents, impair preferential rights shall be delivered into a mutually agreeable escrow together with the effectiveness value of the Assignment affected Assets. Assignee shall take beneficial possession of the affected Assets or terminate and be entitled to all production, income, proceeds, receipts and credits to which Assignee would be entitled hereunder, and shall indemnify Assignor against any matters for which Assignee would be liable hereunder with respect to the affected Property Agreement by reason of Assets. Title to the attempted assignment (affected Assets shall not transfer, and the Conveyance shall not be released from escrow, until such consents and preferential rights being referred right to herein as the “Required Consents”). Seller shall continue to be obligated to use its commercially reasonable efforts to procure all Required Consents set forth on Schedule 3.2 for a period of time ending 90 days following Closing (the “Consent Period”)purchase has been waived or has expired. (b) Assignor shall, at its sole expense, continue to use commercially reasonable efforts to obtain the waiver of the preferential rights and shall continue to be responsible for the compliance therewith. (c) Should the holder of the preferential right exercise same, Assignee and Assignor agree to cause the affected Assets to be transferred to such holder on the terms and provisions set out herein and in the applicable preferential right provision, and Assignor shall pay the value for such Asset (adjusted as set out in Article III) to Assignee. In such event, Assignor shall be entitled to retain the consideration paid by the third party. (d) If any Required Consent has not been obtained by Seller at the restriction is waived or prior removed or if the time limit otherwise set forth relating to the Closingpreferential right expires, Seller will so notify Buyer Assignor and Assignee shall take all action necessary to ensure that the affected Assets are promptly conveyed out of escrow to Assignee. (e) Once the provisions of subparagraph (d) above are satisfied and all obligations in connection therewith have been fulfilled, the Closing shall be deemed to have occurred for all purposes hereunder with respect to the affected Assets. Should any third party bring any suit, action or other proceeding seeking to restrain, enjoin or otherwise prohibit the consummation of the transactions contemplated hereby in connection with a claim to enforce preferential rights, the Assets affected by such Required Consents will not suit, action or other proceeding shall be assigned to Buyer excluded from the Assets transferred at Closing, Closing and the Base Purchase Price will Cash Consideration shall be reduced by an amount the value of such excluded Assets. Promptly after the suit, action or other proceeding is dismissed or settled or a judgment is rendered, Assignor shall sell to Assignee and Assignee shall purchase from Assignor all such Assets not being sold to the third party for a purchase price equal to the Allocated Value attributable to the affected Asset(s)value of such Assets, or interest therein, affected by such outstanding Required Consent adjusted as provided in accordance with the provisions of Section 2.6, subject to the further provisions of Section 7.3(c) belowArticle III. (c) If any Required Consent not obtained by Closing is not obtained prior to the end of the Consent Period, the affected Asset, or interest therein, will not be assigned to Buyer and neither Seller nor Buyer will have any further obligation under this Agreement with respect to said Asset or interest therein except for Seller’s obligations as to Retained Liabilities; provided, however, that Buyer and Seller may mutually agree to sell and purchase any such excluded Asset or interest therein affected by a Required Consent obtained following the end of the Consent Period. If a Required Consent is obtained during the Consent Period, Buyer will pay Seller the Allocated Value of the applicable Assets as part of the Final Settlement Statement process and Seller will assign the applicable portion of the Assets to Buyer no later than the Final Settlement Date.

Consents and Preferential Rights. (a) The Parties acknowledge Promptly after the date hereof, Seller shall prepare and send (i) notices to the holders of any required consents to assignment, if any, that certain of the consents and preferential rights are set forth on Schedule 3.2 will10 requesting consents to the transactions contemplated by this Agreement and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights, if Seller attempts any, that are set forth on Schedule 10 in compliance with the terms of such rights and requesting waivers of such rights. Any preferential purchase right must be exercised subject to assign all terms and conditions set forth in this Agreement, including the Property Agreements affected by successful Closing of this Agreement pursuant to Section 20. The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices shall be the Allocated Value for such consents, impair the effectiveness of the Assignment of the Assets or terminate the affected Property Agreement by reason of the attempted assignment (such consents and preferential rights being referred to herein as the “Required Consents”)Asset. Seller shall continue to be obligated to use its commercially reasonable efforts to procure all Required Consents set forth on Schedule 3.2 cause such consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to Closing, provided that Seller shall not be required to make payments or undertake obligations to or for a period the benefit of time ending 90 days following Closing (the “Consent Period”)holders of such rights in order to obtain the required consents and waivers. Buyer shall use commercially reasonable efforts to cooperate with Seller in seeking to obtain such consents to assignment and waivers of preferential rights. (b) If In no event shall there be transferred at Closing any Required Consent Property for which a consent requirement has not been satisfied and for which transfer is prohibited or a fee is payable (and which has not been paid by Buyer). In cases in which the Property subject to such a requirement is a Contract and Buyer is assigned the Asset to which the Contract relates, but the Contract is not transferred to Buyer due to the unwaived consent requirement, Buyer shall continue after Closing to use commercially reasonable efforts to obtain the consent so that such Contract can be transferred to Buyer upon receipt of the consent, the Contract shall be held by Seller for the benefit of Buyer, Buyer shall pay all amounts due thereunder, and Buyer shall be responsible for the performance of any obligations under such Contract to the extent that Buyer has been transferred the Properties necessary to perform under such Contract until such consent is obtained. In cases in which the Property subject to such a requirement is an Asset the third Person consent to the transfer it is not obtained by Closing, Buyer may elect to treat the unsatisfied consent requirements as a Defect and receive the appropriate adjustment to the unadjusted Sale Price under Section 14 by giving Seller at or written notice thereof in accordance with Section 9, except that such notice may be given up to one (1) Business Day prior to the ClosingClosing Date. If an unsatisfied consent requirement with respect to which an adjustment to the unadjusted Sale Price is made under Section 14 is subsequently satisfied prior to the date of the final adjustment to the unadjusted Sale Price under Section 29, Seller will so notify Buyer and shall be reimbursed in that final adjustment for the Assets affected by such Required Consents will amount of any previous deduction from the unadjusted Sale Price, the Asset, if not previously transferred to Buyer, shall be assigned to Buyer at Closingtransferred, and the Base Purchase Price will be reduced by an amount equal to the Allocated Value attributable to the affected Asset(s), or interest therein, affected by such outstanding Required Consent in accordance with the provisions of this Section 2.6, subject 10(b) shall no longer apply to the further provisions of Section 7.3(c) belowsuch consent requirement. (c) If any Required Consent not obtained by Closing preferential right to purchase any Assets is not obtained exercised prior to Closing, (i) the end of the Consent Period, the affected Asset, or interest therein, will not Sale Price shall be assigned to Buyer and neither Seller nor Buyer will have any further obligation under this Agreement with respect to said Asset or interest therein except for Seller’s obligations as to Retained Liabilities; provided, however, that Buyer and Seller may mutually agree to sell and purchase any such excluded Asset or interest therein affected decreased by a Required Consent obtained following the end of the Consent Period. If a Required Consent is obtained during the Consent Period, Buyer will pay Seller the Allocated Value for such Assets, (ii) the affected Assets shall not be transferred at Closing, (iii) the affected Assets shall be deemed to be deleted from Exhibit A for all purposes, (iv) Seller shall convey the affected Assets to the holder of the applicable Assets as part of preferential right to purchase on the Final Settlement Statement process terms and Seller will assign provisions set out in the applicable preferential right provision, and (v) Seller shall be entitled to the consideration paid by such holder. (d) Should a third Person fail to validly exercise or waive its preferential right to purchase as to any portion of the Assets prior to Closing and the time for exercise or waiver has expired, then subject to the remaining provisions of this Section 10, such Assets shall be included in the transaction at Closing and there shall be no adjustment to the Sale Price at Closing with respect to such preferential right to purchase. (e) Should a third Person fail to exercise or waive its preferential right to purchase as to any portion of the Assets prior to Closing and the time for exercise or waiver has not yet expired, then subject to the remaining provisions of this Section 10(e), such Assets shall be transferred to Buyer at Closing, there shall be no later than adjustment to the Final Settlement DatePurchase Price at Closing with respect to such preferential right to purchase, and Seller shall, at its sole expense, continue to use commercially reasonable efforts to obtain a waiver of the preferential purchase rights and shall continue to be responsible for the compliance therewith. Should the holder of the preferential purchase right validly exercise such right after Closing, then: (i) the Sale Price shall be decreased by the Allocated Value for such Assets, (ii) the affected Assets shall be deemed to be deleted from Exhibit A for all purposes, (iii) Buyer shall promptly convey the affected Assets to the holder on the terms and provisions set out in the applicable preferential right provision, and (iv) Seller shall be entitled to the consideration paid by such holder.

Consents and Preferential Rights. (a) The Parties acknowledge that certain of the Any consents and preferential rights set forth on Schedule 3.2 willother than consents customarily obtained after Closing, if Seller attempts such as, for example, consents to assign federal leases, arising under any of the Property Agreements and unresolved at Closing (either by time constraints or by refusal to consent), shall be considered agreed-upon Title Defects under Exhibit A, until satisfied. If on the Closing Date, the holder of a preferential right has not indicated whether or not it will exercise its right and the time period within which it must timely respond has not lapsed, then the parties shall proceed to Closing on those Assets affected by such consents, impair the effectiveness preferential right and Buyer shall assume responsibility for conveying the Assets to the holder of the Assignment preferential right should it timely exercise, in return for payment by the holder to Buyer of the Assets or terminate Allocated Value of the affected Property Agreement by reason of the attempted assignment (such consents and preferential rights being referred to herein as the “Required Consents”). Seller shall continue to be obligated to use its commercially reasonable efforts to procure all Required Consents set forth on Schedule 3.2 for a period of time ending 90 days following Closing (the “Consent Period”)Assets. (b) If any Required Consent has It is recognized that the Burdened Leases are subject to the Production Payment and that not been obtained by Seller at or later than 15 Business Days prior to the Closing, Seller must notify REI of the impending sale, and furnish Buyer's Schedule of Allocated Values and certain other information to REI. It is also recognized that REI will so notify Buyer and have 10 Business Days in which to decide whether it will liquidate the Assets affected by such Required Consents Production Payment for an amount determined under a procedure set forth in the Production Payment (the "Production Payment Liquidation Amount"). If REI liquidates the Production Payment, then: (i) Seller will not be assigned pay the Production Payment Liquidation Amount to Buyer REI at Closing; and (ii) Buyer will take the Burdened Leases free and clear of the Production Payment. If REI does not liquidate the Production Payment, the Production Payment will be an Assumed Liability and the Base Purchase Price will be reduced at Closing by an amount equal to the Allocated Value attributable to the affected Asset(s), or interest therein, affected by such outstanding Required Consent in accordance with the provisions of Section 2.6, subject to the further provisions of Section 7.3(c) belowProduction Payment Liquidation Amount. (c) If any Required Consent not obtained by Closing is not obtained prior to the end of the Consent Period, the affected Asset, or interest therein, will not be assigned to Buyer and neither Seller nor Buyer will have any further obligation under this Agreement with respect to said Asset or interest therein except for Seller’s obligations as to Retained Liabilities; provided, however, that Buyer and Seller may mutually agree to sell and purchase any such excluded Asset or interest therein affected by a Required Consent obtained following the end of the Consent Period. If a Required Consent is obtained during the Consent Period, Buyer will pay Seller the Allocated Value of the applicable Assets as part of the Final Settlement Statement process and Seller will assign the applicable portion of the Assets to Buyer no later than the Final Settlement Date.

Consents and Preferential Rights. (a) The Parties acknowledge Promptly after the date hereof, Seller shall prepare and send (i) notices to the holders of any required consents to assignment, if any, that certain of the consents and preferential rights are set forth on Schedule 3.2 will10 requesting consents to the transactions contemplated by this Agreement and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights, if Seller attempts any, that are set forth on Schedule 10 in compliance with the terms of such rights and requesting waivers of such rights. Any preferential purchase right must be exercised subject to assign all terms and conditions set forth in this Agreement, including the successful Closing of this Agreement pursuant to Section 20. The consideration payable under this Agreement for any particular Property Agreements affected by for purposes of preferential purchase right notices shall be the Allocated Value for such consents, impair the effectiveness of the Assignment of the Assets or terminate the affected Property Agreement by reason of the attempted assignment (such consents and preferential rights being referred to herein as the “Required Consents”)Property. Seller shall continue to be obligated to use its commercially reasonable efforts to procure all Required Consents set forth on Schedule 3.2 cause such consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to Closing, provided that Seller shall not be required to make payments or undertake obligations to or for a period the benefit of time ending 90 days following Closing (the “Consent Period”)holders of such rights in order to obtain the required consents and waivers. Buyer shall use commercially reasonable efforts to cooperate with Seller in seeking to obtain such consents to assignment and waivers of preferential rights. (b) If In no event shall there be transferred at Closing any Required Consent Property for which a consent requirement has not been satisfied and for which transfer is prohibited or a fee is payable (and which has not been paid by Buyer). In cases in which the Property subject to such a requirement is a Contract and Buyer is assigned the Net Profits Royalties to which the Contract relates, but the Contract is not transferred to Buyer due to the unwaived consent requirement, Buyer shall continue after Closing to use commercially reasonable efforts to obtain the consent so that such Contract can be transferred to Buyer upon receipt of the consent, the Contract shall be held by Seller for the benefit of Buyer, Buyer shall pay all amounts due thereunder, and Buyer shall be responsible for the performance of any obligations under such Contract to the extent that Buyer has been transferred the Properties necessary to perform under such Contract until such consent is obtained. In cases in which the Property subject to such a requirement is a Net Profits Royalty and the third Person consent to the transfer of the Net Profits Royalty is not obtained by Closing, Buyer may elect to treat the unsatisfied consent requirements as a Defect and receive the appropriate adjustment to the unadjusted Sale Price under Section 15 by giving Seller at or written notice thereof in accordance with Section 9, except that such notice may be given up to one (1) Business Day prior to the ClosingClosing Date. If an unsatisfied consent requirement with respect to which an adjustment to the unadjusted Sale Price is made under Section 15 is subsequently satisfied prior to the date of the final adjustment to the unadjusted Sale Price under Section 30, Seller will so notify Buyer and shall be reimbursed in that final adjustment for the Assets affected by such Required Consents will amount of any previous deduction from the unadjusted Sale Price, the Net Profits Royalty, if not previously transferred to Buyer, shall be assigned to Buyer at Closingtransferred, and the Base Purchase Price will be reduced by an amount equal to the Allocated Value attributable to the affected Asset(s), or interest therein, affected by such outstanding Required Consent in accordance with the provisions of this Section 2.6, subject 10(b) shall no longer apply to the further provisions of Section 7.3(c) belowsuch consent requirement. (c) If any Required Consent not obtained by Closing preferential right to purchase any Properties is not obtained exercised prior to Closing, (i) the end Sale Price shall be decreased by the Allocated Value for such Properties, (ii) the affected Properties shall not be transferred at Closing, (iii) the affected Properties shall be deemed to be deleted from Exhibit A for all purposes, (iv) Seller shall convey the affected Properties to the holder of the Consent Periodpreferential right to purchase on the terms and provisions set out in the applicable preferential right provision, (v) Seller shall be entitled to the consideration paid by such holder; and (vi) the effective date of the sale of the affected AssetProperties shall be the Effective Time, regardless of the actual closing date of such sale. (d) Should a third Person fail to validly exercise or interest thereinwaive its preferential right to purchase as to any portion of the Properties prior to Closing and the time for exercise or waiver has expired, will not then subject to the remaining provisions of this Section 10, such Properties shall be assigned included in the transaction at Closing and there shall be no adjustment to Buyer and neither Seller nor Buyer will have any further obligation under this Agreement the Sale Price at Closing with respect to said Asset such preferential right to purchase. (e) Should a third Person fail to exercise or interest therein except for Seller’s obligations waive its preferential right to purchase as to Retained Liabilities; providedany portion of the Properties prior to Closing and the time for exercise or waiver has not yet expired, howeverthen subject to the remaining provisions of this Section 10(e), that such Properties shall be transferred to Buyer at Closing, there shall be no adjustment to the Purchase Price at Closing with respect to such preferential right to purchase, and Seller may mutually agree shall, at its sole expense, continue to sell and purchase any such excluded Asset or interest therein affected by use commercially reasonable efforts to obtain a Required Consent obtained following the end waiver of the Consent Periodpreferential purchase rights and shall continue to be responsible for the compliance therewith. If a Required Consent is obtained during Should the Consent Periodholder of the preferential purchase right validly exercise such right after Closing, Buyer will pay Seller then: (i) the Sale Price shall be decreased by the Allocated Value of for such Properties, (ii) the affected Properties shall be deemed to be deleted from Exhibit A for all purposes, (iii) Buyer shall promptly convey the affected Properties to the holder on the terms and provisions set out in the applicable Assets as part of preferential right provision, and (iv) Seller shall be entitled to the Final Settlement Statement process and Seller will assign the applicable portion of the Assets to Buyer no later than the Final Settlement Dateconsideration paid by such holder.

Consents and Preferential Rights. (a) The Parties acknowledge that certain of the consents and preferential rights set forth on Schedule 3.2 will, if Seller attempts to assign the Property Agreements affected by such consents, impair the effectiveness of the Assignment of the Assets or terminate the affected Property Agreement by reason of the attempted assignment (such consents and preferential rights being referred to herein as the “Required Consents”). Seller shall continue to be obligated to use its commercially reasonable efforts to procure all Required Consents set forth on Schedule 3.2 for a period of time ending 90 180 days following Closing (the “Consent Period”). (b) If any Required Consent Consent, other than a preferential right, has not been obtained by Seller at or prior to the Closing, Seller will so notify Buyer and the Assets affected by such Required Consents will not be assigned to Buyer at Closing, and the Base Purchase Price will be reduced by an amount equal to the Allocated Value value attributable to the affected Asset(s), or interest therein, affected by such outstanding Required Consent in accordance with the provisions of Section 2.6, subject to the further provisions of Section 7.3(c) below. (c) If any Required Consent not obtained by Closing set forth on Schedule 3.2 is not obtained prior to the end of the Consent Period, the affected Asset, or interest therein, will not be assigned to Buyer and neither Seller nor Buyer will have any further obligation under this Agreement with respect to said Asset or interest therein except for Seller’s obligations as to Retained Liabilities; provided, however, that Buyer and Seller may mutually agree to sell and purchase any such excluded Asset or interest therein affected by a Required Consent obtained following the end of the Consent Period. If a Required Consent is obtained during the Consent Period, Buyer will pay Seller the Allocated Value value of the applicable Assets as part of the Final Settlement Statement process and Seller will assign the applicable portion of the Assets to Buyer no later than the Final Settlement Dateat a subsequent closing.

Consents and Preferential Rights. Any consents other than consents customarily obtained after Closing (a) The Parties acknowledge that certain of the such as, for example, consents and preferential rights set forth on Schedule 3.2 will, if Seller attempts to assign federal leases) arising under any of the Property Agreements affected and unresolved at Closing (either by such consentstime constraints or by refusal to consent), impair shall be considered agreed-upon Title Defects under Exhibit A, until satisfied. If on the effectiveness Closing Date, the holder of a preferential right has not indicated whether or not it will exercise its right and the Assignment of time period within which it must timely respond has not lapsed, then the parties shall proceed to Closing on those Assets or terminate unaffected by the affected Property Agreement by reason of the attempted assignment (such consents preferential right and preferential rights being referred to herein as the “Required Consents”). Seller shall continue to be obligated to use its commercially reasonable efforts to procure all Required Consents set forth on Schedule 3.2 for a period of time ending 90 days following Closing (the “Consent Period”). (b) If any Required Consent has not been obtained by Seller at or prior to the Closing, Seller will so notify Buyer and retain the Assets affected by such Required Consents will not be assigned to the preferential right and Buyer at Closing, and shall retain a portion of the Base Purchase Price will be reduced by an amount equal to the Allocated Value attributable to of such affected Assets as reflected on Schedule 3.4(b) until such time period has lapsed or has been waived by the affected Asset(s)holder of such preferential right. If the holder of the preferential right exercises such right after the Closing, or interest therein, then the Assets affected by such outstanding Required Consent in accordance with the provisions preferential right shall be Excluded Assets for purposes of Section 2.6, subject to this Agreement. If the further provisions of Section 7.3(c) below. (c) If any Required Consent not obtained by Closing is not obtained prior to the end holder of the Consent Periodpreferential right waives such right after the Closing or if the time period within which it must timely respond has lapsed, then the Assets affected Asset, or interest therein, will not by the preferential right shall immediately be assigned conveyed to Buyer and neither in return for payment by Buyer to Seller nor Buyer will have any further obligation under this Agreement with respect to said Asset or interest therein except for Seller’s obligations as to Retained Liabilities; provided, however, that Buyer and Seller may mutually agree to sell and purchase any such excluded Asset or interest therein affected by a Required Consent obtained following the end of the Consent Period. If a Required Consent is obtained during the Consent Period, Buyer will pay Seller the Allocated Value of the applicable Assets as part of the Final Settlement Statement process and Seller will assign the applicable portion of the Assets to Buyer no later than the Final Settlement Dateaffected Assets.

Consents and Preferential Rights. (a) Immediately following the date of this Agreement, Seller will notify the holders of the consent rights and preferential rights set forth on Schedule 10 (collectively, the “Required Consents”) of the pending sale of the Assets to Buyer, and will use commercially reasonable efforts to obtain prior to Closing a written waiver of the Required Consents or written consent to the sale of the Assets to Buyer from the holders. The Parties acknowledge that certain of the consents and preferential rights set forth on Schedule 3.2 Property Agreements will, if Seller attempts to assign rights in the Assets or Property Agreements affected by such consentswithout obtaining waiver or consent, impair the effectiveness of the Assignment of the Assets or terminate the affected Property Agreement by reason of the attempted assignment (such consents and preferential rights being referred to herein as the “Required Consents”). Seller shall continue to be obligated to use its commercially reasonable efforts to procure all Required Consents set forth on Schedule 3.2 for a period of time ending 90 days following Closing (the “Consent Period”)assignment. (b) If any Required Consent has not been obtained by Seller at or prior to the Closing, Seller will so notify Buyer and the Assets Asset(s), or interests therein, affected by such outstanding Required Consent will be deemed to be Excluded Assets and automatically described on Schedule 7 (which will be updated prior to Closing to reflect any Required Consents not obtained during the period of time between the date of this Agreement and the Closing) and will not be assigned to Buyer at Closing, and the Base Purchase Price will be reduced by an amount equal to that portion of the Allocated Value attributable to the affected Asset(s)Asset, or interest therein, affected by such outstanding Required Consent in accordance with the provisions of Section 2.6, subject to the further provisions of Section 7.3(c) belowConsent. (c) Notwithstanding paragraphs (a) and (b) immediately above, Buyer may waive the conditions to Closing with respect to the Required Consents not obtained prior to Closing, and proceed with Closing with those Assets that would otherwise be excluded. (d) Seller shall continue to be obligated to use its commercially reasonable efforts to procure all Required Consents until the expiration of ninety (90) days after the Closing Date (the “Consent Period”). No more often than once each fifteen (15) Business Days during the Consent Period, Seller may notify Buyer and request payment for any Assets or interests therein subject to Required Consents that have been obtained since the last such notice. Upon Buyer’s receipt of each such notice, Buyer will pay Seller the Allocated Value of the affected Asset(s) or interests therein, and Seller will convey the affected Asset(s) to Buyer by execution and delivery of a conveyance in the same form as the Assignment. (e) If any Required Consent not obtained by Closing set forth on Schedule 10 is not obtained prior to the end of the Consent Period, the affected Asset, or interest therein, will not be assigned to Buyer and neither Seller nor Buyer will have any further obligation under this Agreement with respect to said Asset or interest therein except for Seller’s obligations as to Retained Liabilitiestherein; provided, however, that Buyer and Seller may mutually agree to sell and purchase any such excluded Asset or interest therein affected by a Required Consent or obtained following the end of the Consent Period. (f) Immediately following the date of this Agreement, Seller, at its expense, will use commercially reasonable efforts to obtain prior to Closing written consent from the holders of the consent rights as set forth on Schedule 12 (collectively, the “Consents to Drill”) to permit Buyer to drill additional well(s) on the applicable unit. If a Required any Consent is to Drill has not been obtained during by Seller at or prior to Closing, at Buyer’s option, either (i) the Asset(s), or interests therein, affected by such outstanding Consent Periodto Drill shall be deemed to be part of the Excluded Assets, Buyer will pay Seller and the Base Purchase Price shall be reduced by an amount equal to that portion of the Allocated Value attributable to the Asset, or interest therein, affected by such outstanding Consent to Drill; or (ii) Buyer shall waive the consent requirement and purchase the Assets, or interests therein, affected by such outstanding Consent to Drill without reduction of the applicable Assets as part of the Final Settlement Statement process and Seller will assign the applicable portion of the Assets Base Purchase Price due to Buyer no later than the Final Settlement Datefailure to obtain such Consent to Drill.