Common use of Preferential Purchase Rights and Consents to Assign Clause in Contracts

Preferential Purchase Rights and Consents to Assign. (a) Within three Business Days after the Execution Date, the Parties will jointly decide the applicability of any preferential purchase right to the transactions contemplated hereby and, EXCO, within 10 days after the date of this Agreement, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific preferential purchase right to the transactions contemplated hereby, such preferential purchase right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms of this Section 11.4. In addition, within three Business Days after the Execution Date, the Parties will jointly decide the applicability of any right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby and, EXCO, within 10 days after the date of this Agreement, shall send to each holder of such an applicable consent right a notice, in material compliance with the contractual provisions applicable to such right, seeking such holder’s consent to the transactions contemplated hereby. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby, such consent right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms of this Section 11.4. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Subject Interest based upon the terms of the Joint Development Agreement. The consideration payable under this Agreement for any particular Subject Interest for purposes of preferential purchase right notices shall be the Allocated Value of such Subject Interest. EXCO shall use commercially reasonable efforts to cause such waivers of preferential purchase rights (or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that EXCO shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required waivers and consents.

Preferential Purchase Rights and Consents to Assign. (a) Within three Business Days after the Execution Date, the Parties will jointly decide the applicability of any With respect to each preferential purchase right pertaining to a Conveyed Interest and the transactions contemplated hereby andhereby, EXCOSeller, within 10 days after the date of this Agreement, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific preferential purchase right to the transactions contemplated hereby, such preferential purchase right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms of this Section 11.4. In addition, within three Business Days after the Execution Date, the Parties will jointly decide the applicability of any right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby and, EXCOSeller, within 10 days after the date of this Agreement, shall send to each holder of such an applicable consent right a notice, in material compliance with the contractual provisions applicable to such right, seeking such holder’s consent to the transactions contemplated hereby. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific right to consent to assignment pertaining to the Subject Conveyed Interests and the transactions contemplated hereby, such consent right shall be considered applicable and EXCO will send hereby a notice seeking such holder’s consent to the holder of such right pursuant to the terms of this Section 11.4transaction contemplated hereby. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Subject Conveyed Interest based upon the terms of the Joint Development Agreement. The consideration payable under this Agreement for any particular Subject Conveyed Interest for purposes of preferential purchase right notices shall be the Allocated Value of such Subject Conveyed Interest. EXCO Seller shall use commercially reasonable efforts to cause such waivers of preferential purchase rights (or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that EXCO Seller shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required waivers and consents.

Preferential Purchase Rights and Consents to Assign. On or about the time that the Sale Motion (as herein defined) is filed, SELLER shall make a good faith effort to send written notice of this Agreement to all persons or entities holding Preferential Rights affecting the Properties or Consents to Assign, other than such consents of governmental authorities which are usually obtained in the normal course of business after Closing, (a) Within three Business Days after the Execution Date, the Parties will jointly decide the applicability of any preferential purchase right offering to the transactions contemplated hereby and, EXCO, within 10 days after the date of this Agreement, shall send sell to the holder of each such right person or entity the affected Property for which a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific preferential purchase right to the transactions contemplated hereby, such preferential purchase right shall be considered applicable Preferential Right is held and EXCO will send a notice to the holder of such right pursuant subject to the terms of this Section 11.4. In addition, within three Business Days after the Execution Date, the Parties will jointly decide the applicability of any right to consent to assignment pertaining to the Subject Interests hereof and the transactions contemplated hereby and, EXCO, within 10 days after the date of this Agreement, shall send to each holder of such an applicable consent right a notice, in material compliance with the contractual provisions applicable to such right, seeking such holder’s consent to the transactions contemplated hereby. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby, such consent right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms of this Section 11.4. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Subject Interest based upon the terms of the Joint Development Agreement. The consideration payable under this Agreement for any particular Subject Interest for purposes of preferential purchase right notices shall be the Allocated Value for such Property or Properties; or (b) requesting, where appropriate, consent to any assignment required in connection herewith. In this regard, SELLER shall prepare the typewritten notices addressed to the appropriate parties (along with an electronic copy of same) in form and content acceptable to BUYER and SELLER, relative to all such Subject InterestPreferential Rights and/or Consents to Assign and shall attach to each such notice a copy of the instrument or document or the pertinent portion of each instrument or document which created such Preferential Rights and/or Consents to Assign as the case may be. EXCO SELLER shall use commercially reasonable efforts also send such notices as instructed by BUYER for any additional Preferential Rights or Consents to cause such waivers of preferential purchase rights Assign identified by BUYER to SELLER in writing during the Examination Period. If one (1) or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that EXCO shall not be required to make payments or undertake obligations to or for the benefit more of the holders of any Preferential Rights or Consents to Assign notifies SELLER in writing that it commits to assert its Preferential Rights, or deny its Consent to Assign, as the case may be, or if the holder of a Consent to Assign otherwise fails or refuses to grant such rights in consent, SELLER shall promptly give notice thereof to BUYER. SELLER shall then promptly seek an order of the Bankruptcy Court authorizing an assignment and sale of such Properties free of any unobtained, required Consents to Assign. In the event SELLER does not obtain the required waivers Consents to Assign or an order of the Bankruptcy Court authorizing a sale free of such required Consents to Assign, BUYER may at its option elect to: (x) accept an assignment of such Property(ies) without the required Consent to Assign, or (y) to the extent that any required Consent not obtained expressly provides for forfeiture, or termination of the estate assigned, or substantial liquidated damages for an assignment without consent, exclude any or all of such Property(ies) and consentsthe Purchase Price shall be reduced by the Allocated Value thereof. In the event a holder of a Preferential Right commits to assert such right, then the affected Property(ies) shall be excluded from this Agreement and the Purchase Price shall be reduced by the Allocated Value thereof. If Closing occurs prior to the expiration of any period permitted for consideration and exercise of a Preferential Right and BUYER pays for a Property subject to such Preferential Right, BUYER shall be entitled to receive, and SELLER hereby assigns to BUYER all of SELLER's rights to, all proceeds due from such holders in connection with such Preferential Rights.

Preferential Purchase Rights and Consents to Assign. (a) Within three Seller has used reasonable efforts in preparing Schedules 3.4(c) and 3.4(d), which identify Persons (and their addresses) who may hold preferential rights to purchase affecting the Subject Properties or rights to consent with respect to any assignments required hereby in order the convey the Assets, other than such consents of governmental authorities, which are usually obtained in the normal course of business after Closing. Purchaser recognizes that there may be other Persons who may hold preferential rights to purchase all or part of the Subject Properties or rights to consent. (b) On or before the third Business Days Day after the Execution Date, Purchaser shall give Seller written notice, the Parties mutually agreed form of notice to be used, and instructions for Seller to send notice to those Persons who may hold preferential rights to purchase or rights to consent to assign as set forth in Schedules 3.4(d) and 3.4(e) or otherwise identified by Purchaser. Within four (4) Business Days after Seller’s receipt of Purchaser’s written notification and instruction by Purchaser, or upon Seller’s own initiative, with or without Purchaser’s approval, but without obligation to initiate, Seller shall send notice of this Agreement to all such Persons (i) offering to sell to each such Person the Subject Properties for which a preferential right is held on and subject to the terms hereof and for the same allocated value for such Subject Properties reflected on Exhibit "A-1", or (ii) requesting, where appropriate, consent to any assignment required in connection herewith in order to convey the Assets. Notwithstanding anything to the contrary in this Agreement and recognizing that Seller wants to sell the entirety of the Subject Properties in accordance herewith, Seller will jointly decide have no obligation to complete the applicability sale of any a Subject Property or Subject Properties to a holder of a preferential purchase right if Closing does not occur. If additional preferential rights to the transactions contemplated hereby andpurchase or consents to assign, EXCO, within 10 days after the date exclusive of this Agreement, shall send to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific preferential purchase right to the transactions contemplated hereby, such preferential purchase right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms of this Section 11.4. In addition, within three Business Days after the Execution Date, the Parties will jointly decide the applicability of any right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby and, EXCO, within 10 days after the date of this Agreement, shall send to each holder of such an applicable consent right a notice, in material compliance with the contractual provisions applicable to such right, seeking such holder’s consent to the transactions contemplated hereby. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby, such consent right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms of this Section 11.4. Any preferential purchase right must be exercised subject to all terms and conditions those set forth in Section 3.4 above, are discovered by Purchaser or Seller during the Examination Period, Seller will use reasonable commercial efforts to send notices as soon as reasonably possible in accordance with this AgreementSection 3.10. Although Purchaser is ultimately responsible for the sending of such notices; until Closing Seller shall be responsible for sending such notices and collecting responses from each and every applicable Person, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Subject Interest based upon the terms of the Joint Development Agreement. The consideration payable under this Agreement for any particular Subject Interest for purposes of preferential purchase right notices shall be the Allocated Value of such Subject Interest. EXCO shall use commercially reasonable efforts to cause such waivers of preferential purchase rights (or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that EXCO shall but not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required waivers and consents.limited

Preferential Purchase Rights and Consents to Assign. In connection with the transactions contemplated by this Agreement, Seller has used reasonable efforts in preparing Schedules 3.4(c) and 3.4(d), which identify Persons (aand their addresses) Within three who may hold preferential rights to purchase affecting the Assets or rights to consent with respect to any assignments required hereby in order the convey certain of the Assets, other than such consents of governmental authorities, which are usually obtained after Closing in the normal course of business. On or before the third Business Days Day after the Execution Date, Seller, after consulting with Purchaser regarding the Parties form of the notice and the Persons to whom it shall be sent, shall send notice to those Persons, if any, who may hold preferential rights to purchase or rights to consent to assign as set forth in Schedules 3.4(c) and 3.4(d) and provide Purchaser with a copy of all such Notices. Seller shall send the notice of this Agreement to all such Persons (i) offering to sell to each such Person the Asset for which a preferential right is held, on and subject to the terms hereof (as may need to be modified or conformed as needed for a specific Asset) and for the same allocated value for such Asset as reflected on Exhibit "A", or (ii) requesting, where appropriate, consent to any assignment required in connection herewith in order to convey the Assets. Notwithstanding anything to the contrary in this Agreement and recognizing that Seller wants to sell the entirety of the Assets in accordance herewith, Seller will jointly decide have no obligation to complete the applicability sale of any an Asset to a holder of a preferential purchase right if Closing under this Agreement with Marubeni Offshore Production (USA) Inc. does not occur. If additional preferential rights to purchase or consents to assign, exclusive of those set forth in Sections 3.4 (c) and (d) above but applicable to the transactions contemplated hereby andtransactions, EXCOare discovered by Purchaser or Seller prior to Closing, within 10 days after Seller will use commercially reasonable efforts to send notices as soon as reasonably possible in accordance with this Section 3.10. Until Closing, Seller shall be responsible for sending such notices and collecting responses from each and every applicable Person, including but not limited to, lessors, joint interest owners, farmors, sublessors, assignors, grantors, co-parties to Related Agreements, Governmental Entities having jurisdiction, or third parties, relating to approvals and consents and will provide Purchaser on or before the date of Closing Date, except as otherwise provided in this Agreement, shall send to the holder with copies of each consent, approval or waiver Seller has received. Seller and Purchaser shall meet and agree on the form of all such right a noticenotices; provided that such approval shall not be unreasonably withheld or delayed and if agreement is not reached, Seller's form shall be used. If, prior to Closing, any Person, in material compliance with the contractual provisions applicable response to such right requesting a waiver of such right. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of notice from Seller asserts a specific preferential purchase right and notifies Seller that it intends to consummate the transactions contemplated hereby, such purchase of the Asset to which it holds a preferential purchase right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms and conditions hereof, or if the period allowed for acceptance of this Section 11.4. In addition, within three Business Days after the Execution Date, the Parties notice provided by Seller has not expired or will jointly decide the applicability not expire as of any Closing (subject to Seller's right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby and, EXCO, within 10 days after extend the date of this AgreementClosing), shall send to each holder of then such an applicable consent right a notice, in material compliance with the contractual provisions applicable to such right, seeking such holder’s consent to the transactions contemplated hereby. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby, such consent right Properties shall be considered applicable and EXCO will send a notice excluded at Closing from the Assets to the holder of such right pursuant be conveyed to the terms of this Section 11.4. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Subject Interest based upon the terms of the Joint Development Agreement. The consideration payable Purchaser under this Agreement for any particular Subject Interest for purposes of preferential purchase right notices and the Purchase Price shall be reduced by the Allocated Value of such Subject InterestProperties reflected in Exhibit "A". EXCO shall use commercially reasonable efforts to cause such waivers of All Assets for which all preferential purchase rights (have been waived or exercise thereof) and consents to assignment to be obtained and delivered have not been accepted prior to Closing, provided that EXCO expiration after timely notice of the acceptance period by the holder of such right shall not be required sold to make payments Purchaser at Closing pursuant and subject to the provisions of this Agreement. If one (1) or undertake obligations to or for the benefit more of the holders of any preferential purchase rights pertaining to the Assets, or any portion thereof, notifies Seller or Purchaser subsequent to Closing that it intends to assert its preferential purchase right, such notified Party shall give notice thereof to the other party, whereupon Purchaser shall satisfy all such preferential purchase right obligations to such holders including, but not limited to, transferring the affected Assets to the holder of such rights and Purchaser shall be entitled to receive upon satisfaction in order to obtain full by Purchaser of all the required waivers and consentsforegoing obligations all proceeds received from such holders in connection with such preferential purchase rights. AT, UPON AND AFTER CLOSING, PURCHASER SHALL INDEMNIFY, RELEASE, DEFEND AND HOLD HARMLESS SELLER, SELLER'S AFFILIATES AND THEIR RESPECTIVE REPRESENTATIVES, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS' FEES) THAT ARE THEREAFTER ASSERTED AND WHICH WERE OR ARE INCURRED AT ANY TIME ON OR AFTER THE EXECUTION DATE WITH RESPECT TO OR ARISING DIRECTLY OR INDIRECTLY FROM THE CLAIMS OF ANY PERSON TO A PREFERENTIAL PURCHASE RIGHT THAT IS DISCLOSED OR REFERRED TO IN ANY SCHEDULE ATTACHED HERETO AFFECTING ANY OF THE ASSETS TRANSFERRED TO PURCHASER HEREUNDER, INCLUDING, BUT NOT LIMITED TO, CLAIMS RESULTING FROM THE ALLOCATED VALUE PLACED BY PURCHASER ON THE SUBJECT PROPERTY OR THE FORM, TIMELINESS OR MANNER OF NOTICE OR FAILURE TO NOTIFY, AND, WITH REGARD TO CONSENTS TO ASSIGN OR TRANSFER, THAT ARE DISCLOSED OR REFERRED TO IN ANY SCHEDULE ATTACHED HERETO OR IN ANY CONTRACT OR AGREEMENT REFLECTED IN THE PUBLIC RECORDS OF THE MINERALS MANAGEMENT SERVICE, THE PUBLIC RECORDS OF THE COUNTIES OR PARISHES LOCATED ADJACENT TO THE SUBJECT PROPERTIES OR IN THE RECORDS OF SELLER.

Preferential Purchase Rights and Consents to Assign. Upon written notification to Seller by Purchaser identifying Persons (aand their addresses) Within three Business Days holding preferential rights to purchase affecting the Subject Properties or the right to consent with respect to any assignments required hereby, other than such consents of governmental authorities which are usually obtained in the normal course of business after Closing, actually received by Seller not later than the Execution earlier of (i) fifteen (15) days prior to the Closing Date, or (ii) five (5) business days prior to the Parties will jointly decide latest date prior to Closing permitted by the applicability subject agreement for such notice to be provided, Seller shall send notice of this Agreement to all such Persons (y) offering to sell to each such Person the Subject Properties for which a preferential right is held on and subject to the terms hereof and for the same allocated value for such Subject Properties reflected on Exhibit "A", or (z) requesting, where appropriate, consent to any assignment required in connection herewith. Purchaser shall be entitled to review and approve the form of all such notices; provided, that such approval shall not be unreasonably withheld or delayed. If, prior to Closing, any of such Persons asserting a preferential purchase right notifies Seller that it intends to consummate the transactions contemplated hereby and, EXCO, within 10 days after purchase of the date of this Agreement, shall send Subject Properties to the holder of each such right which it holds a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific preferential purchase right to the transactions contemplated hereby, such preferential purchase right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms and conditions hereof, then, subject to clause (ii) of Section 3.6 above, such Subject Properties shall be excluded from the Assets to be conveyed to Purchaser under this Section 11.4. In additionAgreement and the Purchase Price shall be reduced by the allocated value of such Subject Properties reflected in Exhibit "A"; provided, within three Business Days after however, that if the Execution holder of such preferential right fails to consummate the purchase of such Subject Properties on the Closing Date, the Parties will jointly decide the applicability of any right then Seller shall promptly so notify Purchaser, and Seller shall sell immediately to consent to assignment pertaining Purchaser, and Purchaser shall purchase from Seller, for a price equal to the allocated value of such Subject Interests Properties and upon the transactions contemplated hereby and, EXCO, within 10 days after the date other terms of this Agreement, shall send to each holder of such an applicable consent right a notice, in material compliance with the contractual provisions applicable to such right, seeking such holder’s consent to the transactions contemplated hereby. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific right to consent to assignment pertaining to the Subject Interests and Properties to which the transactions contemplated hereby, such consent preferential purchase right shall be considered applicable and EXCO will send was asserted. All Subject Properties for which a notice preferential purchase right has not been asserted prior to Closing by the holder of such right right, or with respect to which Closing does not occur on the Closing Date following the assertion of a preferential purchase right, shall be sold to Purchaser at Closing pursuant and subject to the terms provisions of this Section 11.4. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Subject Interest based upon the terms of the Joint Development Agreement. The consideration payable under this Agreement for any particular Subject Interest for purposes of preferential purchase right notices shall be the Allocated Value of such Subject Interest. EXCO shall use commercially reasonable efforts to cause such waivers of preferential purchase rights If one (1) or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that EXCO shall not be required to make payments or undertake obligations to or for the benefit more of the holders of any preferential purchase rights notifies Seller subsequent to Closing that it intends to assert its preferential purchase right, Seller shall give notice thereof to Purchaser, whereupon Purchaser shall satisfy all such preferential purchase right obligations of Seller to such holders and shall indemnify and hold Seller harmless from and against any and all claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) in connection therewith, and Purchaser shall be entitled to receive (and Seller hereby assigns to Purchaser all of Seller's rights to) all proceeds received from such holders in order connection with such preferential purchase rights; Purchaser shall indemnify and hold harmless Seller from and against any and all claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) asserted or incurred at any time (whether before or after Closing) with respect to obtain or arising directly or indirectly from the required waivers and consentsclaims of any Person to a preferential purchase right affecting any of the Assets transferred to Purchaser hereunder.

Preferential Purchase Rights and Consents to Assign. Upon written notification to Seller by Purchaser identifying Persons (aand their addresses) Within three holding preferential rights to purchase affecting the Subject Properties or Gas Plants or the right to consent with respect to any assignments required hereby, other than such consents of governmental authorities which are usually obtained in the normal course of business after Closing, actually received by Seller not later than the earlier of (i) fifteen (15) days prior to the Closing Date, or (ii) five (5) Business Days prior to the latest date prior to Closing permitted by the subject agreement for such notice to be provided, or upon Seller's own initiative but without any obligation to so initiate, Seller shall send notice of this Agreement to all such Persons (y) offering to sell to each such Person the Subject Properties or Gas Plants for which a preferential right is held on and subject to the terms hereof and for the same allocated value for such Subject Properties or Gas Plants reflected on Exhibit "A" hereto, or (z) requesting, where appropriate, consent to any assignment required in connection herewith. Notwithstanding the foregoing, Purchaser shall be ultimately responsible for obtaining all approvals and consents from each and every applicable Person, including, but not limited to, lessors, joint interest owners, farmors, sublessors, assignors, grantors, co-parties to Agreements, governmental bodies having jurisdiction, or third parties and will provide Seller, upon request, on or before the Closing Date, except as otherwise provided in this Agreement, with proof of each consent, approval or waiver. Purchaser shall be entitled to review and approve the form of all such notices; provided, that such approval shall not be unreasonably withheld or delayed. If, prior to Closing, any of such Persons asserting a preferential purchase right notifies Seller that it intends to consummate the purchase of the Subject Properties or Gas Plants to which it holds a preferential purchase right pursuant to the terms and conditions hereof, or if the period allowed for acceptance of the notice provided by Seller has not expired or will not expire as of Closing (subject to Seller's right to extend the date of Closing) then, subject to clause (ii) of Section 3.6 above, such Subject Properties or Gas Plant shall be excluded at Closing from the Assets to be conveyed to Purchaser under this Agreement and the Purchase Price shall be reduced by the allocated value of such Subject Properties or Gas Plants reflected in Exhibit "A" hereto; provided, however, that if the holder of such preferential right fails to consummate the purchase of such Subject Properties or Gas Plant before, on or within a reasonable time after the Execution DateClosing Date (taking into account the notice or acceptance period for the right of preferential purchase and a reasonable amount of time, as determined by Seller, to assemble documentation for such separate sale), then Seller shall promptly so notify Purchaser, and Seller shall sell immediately to Purchaser, and Purchaser shall purchase from Seller, for a price equal to the allocated value of such Subject Properties or Gas Plants and upon the other terms of this Agreement, the Parties will jointly decide Subject Properties or Gas Plants to which the applicability preferential purchase right was asserted. All Subject Properties or Gas Plants for which all preferential purchase rights have been waived or have not been accepted prior to expiration after timely notice of the acceptance period by the holder of such right, shall be sold to Purchaser at Closing pursuant and subject to the provisions of this Agreement. If one (1) or more of the holders of any preferential purchase right rights notifies Seller subsequent to the transactions contemplated hereby and, EXCO, within 10 days after the date of this Agreement, shall send Closing that it intends to the holder of each such right a notice, in material compliance with the contractual provisions applicable to such right requesting a waiver of such right. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific assert its preferential purchase right right, Seller shall give notice thereof to the transactions contemplated herebyPurchaser, whereupon Purchaser shall satisfy all such preferential purchase right shall be considered applicable and EXCO will send a notice obligations of Seller to such holders including, but not limited to, transferring the affected Assets to the holder of such right pursuant rights and shall indemnify and hold Seller, Seller's Affiliates and their respective Representatives harmless from and against any and all Claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) in connection therewith, and Purchaser shall be entitled to receive, upon satisfaction in full by Purchaser of all the terms of this Section 11.4foregoing obligations, all proceeds received from such holders in connection with such preferential purchase rights. In additionPurchaser shall indemnify and hold harmless Seller, within three Business Days Seller's Affiliates and their respective Representatives from and against any and all Claims, liabilities, losses, costs and expenses (including, without limitation, court costs and reasonable attorneys' fees) asserted or incurred at any time (whether before, on or after Closing) with respect to or arising directly or indirectly from the Execution Date, the Parties will jointly decide the applicability claims of any right Person to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby and, EXCO, within 10 days after the date of this Agreement, shall send to each holder of such an applicable consent right a notice, in material compliance with the contractual provisions applicable to such right, seeking such holder’s consent to the transactions contemplated hereby. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby, such consent right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms of this Section 11.4. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Subject Interest based upon the terms affecting any of the Joint Development Agreement. The consideration payable under this Agreement for any particular Subject Interest for purposes of preferential purchase right notices shall be the Allocated Value of such Subject Interest. EXCO shall use commercially reasonable efforts Assets transferred to cause such waivers of preferential purchase rights (or exercise thereof) and consents to assignment to be obtained and delivered prior to Closing, provided that EXCO shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required waivers and consentsPurchaser hereunder.

Preferential Purchase Rights and Consents to Assign. The Parties do not believe that any preferential rights to purchase or rights to consent to assignment applicable to the EPGC Assets or the Westport Assets (awhich are set forth on Schedules 6.3(a) Within three Business Days after and 6.3(b), respectively) are triggered by the Execution Datetransaction contemplated by this Agreement. Nonetheless, if the Parties will jointly decide become aware of any facts to the applicability contrary, then Westport or EPGC, as appropriate, shall evaluate such facts, and if warranted, shall send notice of this Agreement to all persons holding such rights (i) offering to sell to each such person that portion of the affected Asset for which such a preferential right is held for an amount equal to the value of such Asset as agreed to by the Parties and on and subject to the terms hereof, or (ii) requesting, where required, consent to any of the transactions contemplated by this Agreement. Westport and EPGC shall be entitled to review and approve the form of the other Party's notices, provided that such approval shall not be unreasonably withheld or delayed. If one or more of the holders of any preferential purchase rights exercises its right prior to or subsequent to Closing, the transactions contemplated hereby and, EXCO, within 10 days after Party receiving such notice of exercise shall notify the date of this Agreement, shall send to other Parties and the holder of each such right a notice, in material compliance with the contractual provisions applicable Party whose Asset is subject to such right requesting a waiver of such right. For the avoidance of doubt, if the Parties are not able to come to agreement regarding the applicability of a specific shall satisfy all valid preferential purchase right obligations of a Party to such holders and shall be entitled to receive all proceeds received from such holders (which shall be in an amount equal to the transactions contemplated herebyvalue thereof as agreed to by the Parties plus the value attributable to the undeveloped acreage associated with the applicable Asset, as agreed to by the Parties) in connection with such preferential purchase right shall be considered applicable and EXCO will send a notice to rights. To the holder of such right pursuant to the terms of this Section 11.4. In addition, within three Business Days after the Execution Date, the Parties will jointly decide the applicability of any right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby and, EXCO, within 10 days after the date of this Agreement, shall send to each holder of such an applicable consent right a notice, in material compliance with the contractual provisions applicable to such right, seeking such holder’s consent to the transactions contemplated hereby. For the avoidance of doubt, if the Parties extent proceeds are not able to come to agreement regarding the applicability of a specific right to consent to assignment pertaining to the Subject Interests and the transactions contemplated hereby, such consent right shall be considered applicable and EXCO will send a notice to the holder of such right pursuant to the terms of this Section 11.4. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful closing of this Agreement pursuant to Article IX and the obligation to bear the Allocated Carry for such Subject Interest based upon the terms of the Joint Development Agreement. The consideration payable under this Agreement for any particular Subject Interest for purposes of preferential purchase right notices shall be the Allocated Value of such Subject Interest. EXCO shall use commercially reasonable efforts to cause such waivers of preferential purchase rights (or exercise thereof) and consents to assignment to be obtained and delivered received prior to Closing, provided that EXCO such proceeds shall constitute EPGC Assets or Westport Assets, as appropriate. Nothing in this Section 6.3 shall preclude any Party from seeking indemnification pursuant to Article XI for Damages with respect to any preferential rights or rights to consent so exercised which were not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required waivers and consents.described on