Common use of Preferential Purchase Rights and Consents Clause in Contracts

Preferential Purchase Rights and Consents. (a) As provided in Section 4.1(l), certain preferential purchase rights or rights of approval or consent may exist with respect to the Leases under the agreements and Leases shown on Schedule 4.1(i). Sellers shall use reasonable efforts to notify all holders of (i) preferential rights, (ii) rights of consent to the assignment of the Assets (other than governmental consents, which are to be handled pursuant to Sections 17.1 and 17.2), or (iii) rights of approval of the assignment of the Assets, of its intention to sell the portion of the Assets affected thereby, and of the terms and conditions of this Agreement. Sellers shall not be liable to Buyer if any preferential rights are exercised, or any consents are denied, except as expressly provided in this Section 8. 1. Sellers shall promptly notify Buyer if any preferential rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If, prior to Closing, any such preferential rights are timely and properly exercised, the interest or part thereof so affected shall be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Schedule 3.1. (b) If any additional third party preferential purchase rights are discovered after Closing, or if a third party preferential rights holder alleges improper notice, then Buyer agrees to cooperate with Sellers in giving effect to any such valid third party preferential purchase rights which are binding on Buyer. In the event any such third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Sellers shall be the return by Sellers to Buyer of that portion of the Purchase Price (without interest) allocated under Schedule 3.1 to the portion of the Assets on which such rights are exercised and lost by Buyer to such third party, less the proceeds of production net of all expenses, capital expenditures, royalties, and costs of operations (including plugging and abandonment expenses but excluding mortgage interest and any burdens or encumbrances created by Buyer which shall be released prior to this payment) allocable to such interest, without interest. If there is no allocation under Schedule 3.1 for the portion of the Assets on which such rights are alleged or exercised, then the Parties shall use their commercially reasonable efforts to agree on the value of same to be returned to Buyer in the event it is lost to a third party. If the Parties cannot agree on such value within thirty (30) days, either Party may seek a judicial determination thereof in the courts of Xxxxxx County, Texas.

Preferential Purchase Rights and Consents. (a) As provided in Section 4.1(l), certain All Material ----------------------------------------- Agreements containing consent to assignment obligations and preferential right to purchase rights or rights of approval or consent may exist provisions that must be complied with respect to the Leases under the agreements and Leases shown on Schedule 4.1(i). Sellers shall use reasonable efforts to notify all holders of (i) preferential rights, (ii) rights of consent prior to the assignment of the Assets to Buyer and to which Buyer is not otherwise a party are so identified in Exhibit B hereto (other than governmental consents, except --------- such agreements with respect to which are all necessary consents to be handled pursuant to Sections 17.1 and 17.2assignment or waivers of preferential purchase rights have already been obtained by Sellers), or (iii) rights of approval of the assignment of the Assets, of its intention to sell the portion of the Assets affected thereby, and of the terms and conditions of this Agreement. Sellers shall send prior to Closing such notices and other documents as may be required in order to trigger preferential purchase rights which have been identified or Sellers shall obtain prior to Closing a waiver of the exercise of any preferential purchase rights; provided, however, the Closing shall not be liable to Buyer if delayed pending the running of the period during which any preferential rights are exercised, or any consents are denied, except as expressly provided in this Section 8. 1. Sellers shall promptly notify Buyer if any preferential rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been such right may be exercised or consents or approvals having been received. If, prior as a result of inability to Closing, obtain waivers of such rights and Buyer shall acquire the Assets subject to any such preferential rights are timely rights. If a third party who has been offered an interest in an Asset pursuant to a preferential right to purchase elects prior to Closing to purchase all or part of such Asset pursuant to the aforesaid offer and properly exercisedSeller receives written notice of such election prior to the Closing Date, the interest or part thereof so affected shall will be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Schedule 3.1. (b) If thereof. Should any additional third party preferential purchase rights are discovered after such right be exercised subsequent to the Closing, or if a third Buyer shall convey the relevant assets to the exercising party preferential rights holder alleges improper notice, then Buyer agrees to cooperate with Sellers in giving effect to any such valid third party preferential purchase rights which are binding on Buyer. In the event any such third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Sellers and shall be the return by Sellers to Buyer of that portion of the Purchase Price (without interest) allocated under Schedule 3.1 entitled to the portion of the Assets on which such rights are exercised and lost by Buyer to such third party, less the proceeds of production net of all expenses, capital expenditures, royalties, and costs of operations (including plugging and abandonment expenses but excluding mortgage interest and any burdens or encumbrances created by Buyer which shall be released prior to this payment) allocable to such interest, without interest. If there is no allocation under Schedule 3.1 for the portion of the Assets on which such rights are alleged or exercised, then the Parties shall use their commercially reasonable efforts to agree on the value of same consideration to be returned to Buyer in the event it is lost to a third party. If the Parties cannot agree on such value within thirty (30) days, either Party may seek a judicial determination thereof in the courts of Xxxxxx County, Texaspaid therefor.

Preferential Purchase Rights and Consents. (a) As provided represented by Seller under Section 5.12, all Preferential Purchase Rights affecting the Properties known to Seller are set forth in Section 4.1(l)Exhibit H. Should Buyer or Seller discover additional Preferential Purchase Rights, certain preferential purchase it shall promptly inform the other so that such rights may be resolved in accordance with the provisions hereof. All Preferential Purchase Rights, whether or rights of approval or consent may exist with respect to the Leases under the agreements and Leases shown not appearing on Schedule 4.1(i). Sellers shall use reasonable efforts to notify all holders of (i) preferential rights, (ii) rights of consent to the assignment of the Assets (other than governmental consentsExhibit H, which are to affect the Properties shall be handled pursuant to Sections 17.1 and 17.2), resolved or (iii) rights of approval of treated in accordance with the assignment of the Assets, of its intention to sell the following provisions: a. If a third party who has been offered an interest in all or any portion of the Assets affected therebyProperties pursuant to a Preferential Purchase Rights elects prior to Closing to purchase all or any portion of the Properties pursuant to such offer, and Seller receives notice of the terms and conditions of this Agreement. Sellers shall not be liable to Buyer if any preferential rights are exercised, or any consents are denied, except as expressly provided in this Section 8. 1. Sellers shall promptly notify Buyer if any preferential rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. If, such election prior to Closing, Buyer may elect to terminate this Agreement without any such preferential rights are timely and properly exercisedfurther obligation. However, provided that Buyer elects not to terminate this Agreement, the interest Properties (or part portion thereof so affected shall affected) will be eliminated from the Assets and transactions contemplated hereby, the Purchase Price shall be reduced by the Allocated Values for the Properties (or portion thereof so affected) and the interest offered shall be conveyed to Buyer at Closing subject to the Preferential Purchase Right of such third party. If such third party elects to purchase all or any portion of an interest in the Properties and Closing has already occurred (and payment of the Purchase Price allocated with respect thereto made by Buyer), Buyer shall be obligated to convey such interest or part thereof as provided in Schedule 3.1. (b) If any additional third party preferential purchase rights are discovered after Closing, or if a third party preferential rights holder alleges improper notice, then Buyer agrees to cooperate with Sellers in giving effect to any such valid third party preferential purchase rights which are binding on Buyer. In the event any such third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Sellers shall be the return by Sellers to Buyer of that portion of the Purchase Price (without interest) allocated under Schedule 3.1 to the portion of the Assets on which such rights are exercised and lost by Buyer to such third party, less the proceeds of production net of all expenses, capital expenditures, royalties, and costs of operations (including plugging and abandonment expenses but excluding mortgage interest and any burdens or encumbrances created by Buyer which shall be released prior entitled to this payment) allocable to receive the entire consideration from such interest, without interest. If there is no allocation under Schedule 3.1 third party for the sale of such interest or portion of the Assets on which such rights are alleged or exercised, then the Parties thereof. b. Seller and Buyer shall each use their commercially reasonable efforts to agree on obtain all consents to assignment prior to Closing (other than rights to consent constituting Permitted Encumbrances). If a lessor or other third party having a valid, contested right to consent to an assignment of a Property (or portion thereof) refuses to provide such consent prior to Closing (and such refusal could render Seller’s assignment thereof void or voidable), the value of same interest or portion thereof shall be deemed to be returned to Buyer in burdened by a Title Defect, and the event it is lost to a third party. If the Parties cannot agree on such value within thirty (30) days, either Party may seek a judicial determination thereof in the courts provisions of Xxxxxx County, TexasSection 10.02 shall be applicable.

Preferential Purchase Rights and Consents. (a) As provided in Section 4.1(l), certain All Material Agreements containing consent to assignment obligations and preferential right to purchase rights or rights of approval or consent may exist provisions that must be complied with respect to the Leases under the agreements and Leases shown on Schedule 4.1(i). Sellers shall use reasonable efforts to notify all holders of (i) preferential rights, (ii) rights of consent prior to the assignment of the Assets to Buyer and to which Buyer is not otherwise a party are so identified in EXHIBIT B hereto (other than governmental consents, except such agreements with respect to which are all necessary consents to be handled pursuant to Sections 17.1 and 17.2assignment or waivers of preferential purchase rights have already been obtained by Sellers), or (iii) rights of approval of the assignment of the Assets, of its intention to sell the portion of the Assets affected thereby, and of the terms and conditions of this Agreement. Sellers shall send prior to Closing such notices and other documents as may be required in order to trigger preferential purchase rights which have been identified or Sellers shall obtain prior to Closing a waiver of the exercise of any preferential purchase rights; provided, however, the Closing shall not be liable to Buyer if delayed pending the running of the period during which any preferential rights are exercised, or any consents are denied, except as expressly provided in this Section 8. 1. Sellers shall promptly notify Buyer if any preferential rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been such right may be exercised or consents or approvals having been received. If, prior as a result of inability to Closing, obtain waivers of such rights and Buyer shall acquire the Assets subject to any such preferential rights are timely rights. If a third party who has been offered an interest in an Asset pursuant to a preferential right to purchase elects prior to Closing to purchase all or part of such Asset pursuant to the aforesaid offer and properly exercisedSeller receives written notice of such election prior to the Closing Date, the interest or part thereof so affected shall will be eliminated from the Assets and the Purchase Price reduced by the portion of the Purchase Price allocated to such interest or part thereof as provided in Schedule 3.1. (b) If thereof. Should any additional third party preferential purchase rights are discovered after such right be exercised subsequent to the Closing, or if a third Buyer shall convey the relevant assets to the exercising party preferential rights holder alleges improper notice, then Buyer agrees to cooperate with Sellers in giving effect to any such valid third party preferential purchase rights which are binding on Buyer. In the event any such third party preferential purchase rights are validly exercised after Closing, Buyer's sole remedy against Sellers and shall be the return by Sellers to Buyer of that portion of the Purchase Price (without interest) allocated under Schedule 3.1 entitled to the portion of the Assets on which such rights are exercised and lost by Buyer to such third party, less the proceeds of production net of all expenses, capital expenditures, royalties, and costs of operations (including plugging and abandonment expenses but excluding mortgage interest and any burdens or encumbrances created by Buyer which shall be released prior to this payment) allocable to such interest, without interest. If there is no allocation under Schedule 3.1 for the portion of the Assets on which such rights are alleged or exercised, then the Parties shall use their commercially reasonable efforts to agree on the value of same consideration to be returned to Buyer in the event it is lost to a third party. If the Parties cannot agree on such value within thirty (30) days, either Party may seek a judicial determination thereof in the courts of Xxxxxx County, Texaspaid therefor.