Notice of Sale of Project. If Seller or an Affiliate of Seller desire to sell the Project during the Term, either by a sale of the Project’s assets or by a direct or indirect transfer of the membership interest(s) in Seller, Seller shall first, before it or its Affiliate enters into any substantive discussions with other parties, notify PGE of its desire to sell the Project. PGE agrees to notify Seller if it is interested in acquiring the Project within twenty (20) days following receipt of Seller’s notice. If PGE so notifies Seller, the Parties shall engage in exclusive good faith negotiations to reach agreement with respect to such a transaction for a period of ninety (90) days thereafter. If during this period the Parties execute a letter of intent, or other document similarly confirming the Parties’ intent to enter into a transaction for the purchase and sale of the Project, then such exclusive negotiation period shall be automatically extended for an additional ninety (90) day period, during which time the Parties may execute a purchase and sale agreement for the Project. Any purchase and sale agreement executed within the time frame stated in this Section 2.5 shall remain subject to regulatory approval beyond such time frame, as applicable. Seller may pursue any transaction for the sale of the Project with one or more third parties at any time and from time to time and shall have no obligation to PGE under this Section 2.5 following an occurrence of any of the following: (i) PGE expressly declines interest in acquiring the Project after receipt of Seller’s notice provided pursuant to the first sentence of this Section 2.5, (ii) PGE fails to respond to Seller’s notice pursuant to the first sentence of this Section 2.5, within twenty (20) days after receipt thereof; (iii) PGE and Seller fail to execute a letter of intent or other similar document with respect to the sale of the Project within ninety (90) days after PGE’s receipt of notice from Seller provided pursuant to the first sentence of this Section 2.5; or (iv) PGE and Seller fail to execute a purchase and sale agreement for the Project within one hundred eighty (180) days after PGE’s receipt of notice from Seller provided pursuant to the first sentence of this Section 2.5; provided, however, that with respect to clause (iv), if Seller rejects a firm price delivered by PGE in the course of such negotiations, any sale of the Project to a third party during the subsequent two (2)- year period must be at a price higher than...
Notice of Sale of Project. Seller is aware that Sierra may be interested ------------------------- in purchasing the Project at some future date. In the event Seller is considering a sale of the Project, it will use reasonable effort to notify Sierra of the Project's availability for sale. In no event shall this be construed to be a first right of refusal.
