Common use of Preferential Purchase Rights Clause in Contracts

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Property.

Preferential Purchase Rights. (a1) Seller shall transmit all required notices with respect to If any preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after portion of the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior Assets is exercised prior to the ClosingClosing Date, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value time for exercise of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property preferential purchase rights has not expired and Seller American has not received notice of an intent not to exercise or a waiver otherwise to waive the preferential purchase right, that portion of the PPR, such Property Assets affected by the preferential purchase right shall be excluded from the sale under this Agreement and the transactions contemplated hereby Assets and the Purchase Price will shall be reduced adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 3.2(b)(iv)affected Assets. (d2) IfIf a third party exercises its preferential right to purchase, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 but fails to consummate the purchase of such Property in accordance with transaction prior to the terms Closing, American shall retain the affected Asset and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer Purchase Price shall purchase (at a purchase price be adjusted downward by an amount equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment)affected Assets. (3) If a third party exercises its preferential right to purchase, but does not consummate the transaction within the time specified in the preferential purchase right, provided that the reason therefor is not American’s fault, American shall convey the affected Asset to Enerplus as soon as possible after the expiration of the time for consummation of the transaction, effective as of the Effective Time, and Seller Enerplus shall assign pay American the Allocated Value of the affected Asset. (4) If a preferential purchase right is not discovered before Closing and the affected Asset is conveyed to Buyer pursuant Enerplus at Closing, and if the preferential purchase right is later exercised, then Enerplus agrees to an assignment in substantially convey the affected Asset to the party exercising such right on the same terms and conditions under which American conveyed such Asset to Enerplus (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, Enerplus shall prepare, execute and deliver an appropriate form as of conveyance of such Asset to the Assignmentexercising party, and American agrees to hold harmless and indemnify Enerplus from any and all Losses, liabilities and obligations associated with such Propertyconveyed Asset, including, without limitation, any deficiency in the amount paid by such third party below the Allocated Value, if any, of the Asset.

Preferential Purchase Rights. (a) Seller shall transmit Any preferential purchase right must be exercised subject to all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) terms and conditions set forth in Schedule 4.1(n)this Agreement, promptly after including the execution successful Closing of this Agreement but in no event later than five (5) Business Days after execution of pursuant to Section 8.1 on the dates set forth herein. The consideration payable under this Agreement by for any particular Asset for purposes of preferential purchase right notices shall be the Parties. Prior to the ClosingAllocated Value for such Asset, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercisedadjusted as set forth herein. (b) If a Person to whom a notice of a PPR has been given elects any preferential right to purchase any Asset is validly exercised prior to Closing, (i) the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will affected Asset (or portion(s) thereof) shall not be sold conveyed to Purchaser at Closing, (ii) the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(ivAsset (or portion(s) thereof). Upon the consummation of the sale of any Properties to the holder of , (iii) such PPR, such Properties Asset (or portion(s) thereof) shall be deemed excluded to be deleted from the transactions contemplated hereby applicable Exhibits attached hereto and added to Schedule 1.3 attached hereto, (iv) such Asset shall constitute an Excluded Asset for all purposespurposes hereunder, and (v) Seller shall convey the affected Asset (or portion(s) thereof) to the preferential right holder on the terms and provisions set out in the applicable preferential right provision and shall be entitled to the consideration paid by such holder. (c) If 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 not yet expired by Closing, then (i) such Assets (or portions thereof) shall not be conveyed to Purchaser at Closing, (ii) the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of each such Property Asset (or portion thereof subject to such preferential purchase right); (iii) each such affected Asset (or portion thereof) shall be subject to the remainder of this Section 3.13(c) and Section 3.13(d), and (iv) Seller shall continue to use commercially reasonable efforts (without the obligation to make any payments or undertake any obligations for the benefit of the holders of such preferential rights to purchase) to obtain the waiver of the preferential purchase right and shall continue to be responsible for the compliance therewith. Should the holder of the preferential purchase right validly exercise the same after Closing, (A) such affected Asset shall be deemed to be deleted from the applicable Exhibits attached hereto and added to Schedule 1.3 attached hereto, (B) such Asset (or portion thereof) shall constitute an Excluded Asset for all purposes hereunder, and (C) Seller shall convey the affected Asset (or portion thereof) to the preferential right holder on the terms and provisions set out in accordance with Section 3.2(b)(iv)the applicable preferential right provision and Seller shall be entitled to the consideration paid by such holder. (d) IfIn the event that, after the Closing, the holder of a PPR preferential purchase right with respect to any Property excluded an Asset (or portion thereof) not conveyed to Purchaser at Closing pursuant to this Section 6.9 fails to consummate 3.13(c) is waived in writing or the purchase time for exercise of such Property in accordance with right has expired pursuant to its terms without exercise by the holder thereof, (i) Purchaser shall purchase the affected Asset (or portion thereof) on the terms and conditions of such PPR or if the time frame set forth in this Agreement at a delayed closing which to exercise PPR expires without exercise, then, shall occur within ten (10) Business Days of Seller’s providing Buyer following the date on which Seller obtains such waiver, or the time period for exercising the applicable preferential right has expired (which date shall, with notice respect to such Asset, or portion thereof, Buyer be considered to be the Closing Date with respect to such Asset (or applicable portion thereof)), (ii) the Parties shall purchase deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Asset (or portion thereof) at a purchase price equal such delayed Closing; and (iii) Purchaser shall, simultaneously with the conveyance of the applicable Asset (or portion thereof), pay the amount of any previous deduction from the Unadjusted Purchase Price (subject to all other applicable adjustments with respect to such Asset (or portion thereof) under this Agreement) to Seller, and (iv) such Asset shall no longer be (A) deemed to be deleted from the Exhibits attached hereto, (B) added to Schedule 1.3 attached hereto or (C) an Excluded Asset for any purposes hereunder. Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the Allocated Value affected Asset (or portion thereof), as adjusted pursuant if any, shall be calculated from the period from and after the Effective Date to Section 3.2 through the date of such assignment)the conveyance, and the net amount of such adjustment, if positive, shall be paid by Purchaser to Seller, and, if negative, by Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such PropertyPurchaser.

Preferential Purchase Rights. (a) Seller shall transmit Any preferential purchase right must be exercised subject to all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) terms and conditions set forth in Schedule 4.1(n)this Agreement, promptly after including the execution successful Closing of this Agreement but in no event later than five (5) Business Days after execution of pursuant to Section ‎8.1 on the dates set forth herein. The consideration payable under this Agreement by for any particular Asset for purposes of preferential purchase right notices shall be the Parties. Prior to the ClosingAllocated Value for such Asset, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercisedadjusted as set forth herein. (b) If a Person to whom a notice of a PPR has been given elects any preferential right to purchase any Asset is validly exercised prior to Closing, (i) the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will affected Asset (or portion(s) thereof) shall not be sold conveyed to Purchaser at Closing, (ii) the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(ivAsset (or portion(s) thereof). Upon the consummation of the sale of any Properties to the holder of , (iii) such PPR, such Properties Asset (or portion(s) thereof) shall be deemed excluded to be deleted from the transactions contemplated hereby applicable Exhibits attached hereto and added to Schedule ‎1.3 attached hereto, (iv) such Asset shall constitute an Excluded Asset for all purposespurposes hereunder, and (v) Seller shall convey the affected Asset (or portion(s) thereof) to the preferential right holder on the terms and provisions set out in the applicable preferential right provision and shall be entitled to the consideration paid by such holder. (c) If 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 not yet expired by Closing, then (i) such Assets (or portions thereof) shall not be conveyed to Purchaser at Closing, (ii) the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of each such Property Asset (or portion thereof subject to such preferential purchase right); (iii) each such affected Asset (or portion thereof) shall be subject to the remainder of this Section ‎3.13(c) and Section ‎3.13(d), and (iv) Seller shall continue to use commercially reasonable efforts (without the obligation to make any payments or undertake any obligations for the benefit of the holders of such preferential rights to purchase) to obtain the waiver of the preferential purchase right and shall continue to be responsible for the compliance therewith. Should the holder of the preferential purchase right validly exercise the same after Closing, (A) such affected Asset shall be deemed to be deleted from the applicable Exhibits attached hereto and added to Schedule ‎1.3 attached hereto, (B) such Asset (or portion thereof) shall constitute an Excluded Asset for all purposes hereunder, and (C) Seller shall convey the affected Asset (or portion thereof) to the preferential right holder on the terms and provisions set out in accordance with Section 3.2(b)(iv)the applicable preferential right provision and Seller shall be entitled to the consideration paid by such holder. (d) IfIn the event that, after the Closing, the holder of a PPR preferential purchase right with respect to any Property excluded an Asset (or portion thereof) not conveyed to Purchaser at Closing pursuant to this Section 6.9 fails to consummate ‎3.13(c) is waived in writing or the purchase time for exercise of such Property in accordance with right has expired pursuant to its terms without exercise by the holder thereof, (i) Purchaser shall purchase the affected Asset (or portion thereof) on the terms and conditions of such PPR or if the time frame set forth in this Agreement at a delayed closing which to exercise PPR expires without exercise, then, shall occur within ten (10) Business Days of Seller’s providing Buyer following the date on which Seller obtains such waiver, or the time period for exercising the applicable preferential right has expired (which date shall, with notice respect to such Asset, or portion thereof, Buyer be considered to be the Closing Date with respect to such Asset (or applicable portion thereof)), (ii) the Parties shall purchase deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Asset (or portion thereof) at a purchase price equal such delayed Closing; and (iii) Purchaser shall, simultaneously with the conveyance of the applicable Asset (or portion thereof), pay the amount of any previous deduction from the Unadjusted Purchase Price (subject to all other applicable adjustments with respect to such Asset (or portion thereof) under this Agreement) to Seller, and (iv) such Asset shall no longer be (A) deemed to be deleted from the Exhibits attached hereto, (B) added to Schedule ‎1.3 attached hereto or (C) an Excluded Asset for any purposes hereunder. Purchase Price adjustments calculated in the same manner as the adjustments in Section ‎2.3(a) with respect to the Allocated Value affected Asset (or portion thereof), as adjusted pursuant if any, shall be calculated from the period from and after the Effective Date to Section 3.2 through the date of such assignment)the conveyance, and the net amount of such adjustment, if positive, shall be paid by Purchaser to Seller, and, if negative, by Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such PropertyPurchaser.

Preferential Purchase Rights. (a) With respect to each Preferential Purchase Right applicable to the transactions contemplated hereby, Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property send, within seven (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (57) Business Days after execution of this Agreement by following the Parties. Prior Execution Date, to the Closingholder of each such right a written notice in compliance with the contractual provisions applicable to such Preferential Purchase Right (after providing Buyer with a copy of, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercisedand a reasonable amount of time to comment on, each such notice). (b) If a Person If, prior to whom a notice Closing, any holder of a PPR has been given elects Preferential Purchase Right notifies Seller that it intends to consummate the purchase of any part of the Assets to which its Preferential Purchase Right applies (in such case, a “Preferential Right Property”), that Preferential Right Property shall be excluded from the transactions hereunder, and the Base Purchase Price shall be reduced by the Allocated Value of the excluded Preferential Right Property. Seller shall be entitled to all proceeds from the holder of a Preferential Purchase Right who exercises its right to purchase a Preferential Right Property prior to Closing. If the Properties holder of such Preferential Right Property thereafter fails to consummate the purchase of the Preferential Right Property covered by such PPR in accordance with right on or before 60 Days following the Applicable Contractlater of the Closing Date or the expiration of the time for exercising such Preferential Purchase Right, then Seller shall notify Buyer and Buyer shall purchase, on or before 10 Business Days following receipt of such Properties may be sold to such holder notice, the Preferential Right Property under the terms of the PPR subject this Agreement for a price equal to the terms Allocated Value of such Preferential Right Property. (c) If, by Closing, a Preferential Purchase Right burdening any Preferential Right Property has not been exercised, the time for exercising such Preferential Purchase Right has not expired and conditions of this Agreementsuch Preferential Purchase Right has not been waived, then that Preferential Right Property shall be excluded from the transactions hereunder, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Base Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv)excluded Preferential Right Property. Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Preferential Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR Right with respect to any excluded Preferential Right Property excluded pursuant to described in this Section 6.9 fails to consummate 8.8(c) expires following the purchase Closing without the exercise of such Preferential Purchase Right by the holder thereof or such Preferential Purchase Right is waived, then Seller shall notify Buyer and Buyer shall purchase, on or before 10 Business Days following receipt of such notice, such Preferential Right Property in accordance with from Seller, under the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at this Agreement for a purchase price equal to the Allocated Value thereofof such Preferential Right Property. All Preferential Right Properties for which applicable Preferential Purchase Rights have been waived prior to Closing, or as adjusted to which the period to exercise such right has expired prior to Closing without such right being exercised, shall be sold to Buyer at Closing pursuant to the provisions of this Agreement. (d) To the extent any Preferential Right Property is purchased by Buyer following the Closing pursuant to Section 3.2 through 8.8(b) or (c) and such Preferential Right Property has not been included in determining the date of such assignmentAdjustments to be made pursuant to Section 2.5 (excluding Section 2.5(b)(vi)), then the Adjustments that are specific to such Preferential Right Property shall be calculated and Seller contemporaneous with the payment of the Allocated Value for such Preferential Right Property there shall assign be applied as a deduction to Buyer pursuant such Allocated Value (if the sum of the downward Adjustments exceeds the sum of the upward Adjustments) the net amount resulting from such Adjustments or there shall be applied as an addition to an assignment in substantially such Allocated Value (if the same form as sum of the Assignment, upward Adjustments exceeds the sum of the downward Adjustments) the net amount resulting from such PropertyAdjustments.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event No later than five (5) 5 Business Days after execution of this Agreement by the Parties. Prior to the ClosingExecution Date, Seller shall prepare and send notices to the holders of any preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer, all of which preferential rights are described in Section 4.11 of the Disclosure Schedule. If Buyer discovers other preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer (other than preferential rights that are described in Section 4.11 of the Disclosure Schedule) during the course of Buyer’s Due Diligence Review, Buyer shall promptly notify Seller of such preferential rights and Seller shall prepare and send notices to the holders of any such preferential rights no later than 5 Business Days after Buyer notifies Seller of such preferential rights. If after the Execution Date Seller discovers other preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer (other than preferential rights that are described in Section 4.11 of the Disclosure Schedule), Seller shall promptly notify Buyer if of such preferential rights and Seller shall prepare and send notices to the holders of any PPRs are exercised or if such preferential rights no later than 5 Business Days after Seller notifies Buyer of such preferential rights. If, prior to Closing, any of such Persons asserting a preferential purchase right notifies Seller that it intends to consummate the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice purchase of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder that portion of the PPR subject Assets to which it holds a preferential purchase right pursuant to the terms and conditions of such notice and this Agreement, and then such Properties will not Assets shall be sold to excluded from the Party originally executing Assets identified in this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will shall be reduced by the Allocated Value Values of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to Assets; provided that if the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 preferential right fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal Assets prior to the Allocated Value thereofClosing Date, as adjusted pursuant to Section 3.2 through the date of such assignment)then Seller shall notify Buyer, and Seller shall assign sell to Buyer, and Buyer shall purchase from Seller, the Assets to which the preferential purchase right was asserted for the Allocated Values of such Assets. All Assets for which a preferential purchase right is outstanding but has not been asserted prior to Closing, or with respect to which closing does not occur on or before the Closing Date following the assertion of a preferential purchase right shall be sold to Buyer at Closing pursuant to an assignment the provisions of this Agreement. If one or more of the holders of any preferential purchase rights validly notifies Seller subsequent to Closing that it intends to assert its preferential purchase right, Seller shall immediately give notice thereof to Buyer, whereupon Buyer shall perform all valid preferential purchase right obligations of Seller to such holders and Buyer shall be entitled to receive (and Seller hereby assigns to Buyer all of Seller’s rights to) all proceeds received from such holders in substantially connection with such preferential purchase rights. Buyer hereby agrees to indemnify, defend and hold harmless Seller from any claim by the same form as holder of a preferential right with respect to the Assignmentallocation of the Base Purchase Price among the Assets, including the Asset(s) subject to such Propertypreferential right.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than Within five (5) Business Days after business days following the execution of this Agreement by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions delivery of this Agreement, the Xxxxx-Xxxx Parties will provide written notice in form and substance satisfactory to Buyer to any persons under the Lease, Contract or agreement requiring a preferential purchase, right of first refusal, or similar option (a “Preferential Right”). Upon receipt of notice hereunder, the Xxxxx-Xxxx Parties will notify Buyer within five (5) business days of (a) any Preferential Rights exercised, waived or deemed waived, or (b) lapse of the requisite time periods without exercise of such Properties will not be sold Preferential Rights. Subject to the Party originally executing conditions in Section 6.02(d) and the right to terminate this Agreement as “Buyer” (subject under Section 9.01(c) hereof), if a Preferential Right is duly exercised prior to Closing, the remaining provisions in this Section) affected Properties shall be deemed Excluded Assets, and the Purchase Price will shall be reduced by the Allocated Value of thereof. However, five (5) days prior to the Closing Date, if a Preferential Right has not been waived or exercised, and the requisite exercise period for such Property in accordance with Section 3.2(b)(iv). Upon Preferential Right have not elapsed, then the consummation Xxxxx-Xxxx Parties or Buyer may exclude the affected Properties from the assets and properties to which Xxxxx-Xxxx FB/M Successor or Pillar FB/M Successor succeeds as a result of the sale of any Properties to the holder of such PPRMergers, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and adjust the Purchase Price will be reduced downward by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Properties, and such affected Properties shall be deemed to be Excluded Assets; provided, however, that if the required waiver of Preferential Rights is obtained within ninety (d90) If, days after the Closing, the holder affected Properties will be deemed to have been included in the Properties to which Xxxxx-Xxxx FB/M Successor or Pillar FB/M Successor succeeded as a result of a PPR with respect the Mergers as of the effective time of the Mergers (and to any Property excluded pursuant the extent requested by Buyer, the parties shall execute such amendments to this Section 6.9 fails the articles of merger or execute and deliver such conveyances as may be necessary to consummate accomplish such result), and Buyer will pay the purchase of such Property in accordance with the terms Allocated Value thereof to Xxxxx-Xxxx Holdings and conditions of such PPR or if the time frame in which Pillar Holdings (subject to exercise PPR expires without exercise, thenadjustments provided herein), within ten (10) Business Days business days of Seller’s providing Buyer with written notice thereof, Buyer shall purchase (at a purchase price equal to by the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign Xxxxx-Xxxx Parties to Buyer pursuant to an assignment in substantially that such Preferential Rights have been waived (with a copy of the same form as the Assignment, such Propertyevidence thereof).

Preferential Purchase Rights. (a) Seller shall transmit all required notices with With respect to each preferential right to purchase provisions relative to any Property (“PPRs”) right, including those set forth in on Schedule 4.1(n4.1(j), promptly after the execution of this Agreement but in no event later than Seller, within five (5) Business Days after execution of this Agreement by the Parties. Prior Execution Date, shall send to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice holder of a PPR has been given elects to each such preferential purchase the Properties covered by such PPR right in accordance with the Applicable Contractcontractual provisions applicable to such right, of the transactions contemplated hereby. If any holder of a preferential purchase right with respect to any of the Conveyed Properties exercises such preferential purchase right prior to Closing, then the Conveyed Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Conveyed Properties may be sold conveyed by Seller to such holder of Buyer at the PPR subject Closing pursuant to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will shall be reduced adjusted downward by the Allocated Value of such Property Conveyed Properties (other than in accordance with Section 3.2(b)(iv). Upon the consummation case of the sale of any Conveyed Properties to the holder of such PPR, such Properties owned by Oakfield which shall not be deemed excluded from the transactions contemplated hereby hereby, in which case Buyer shall be obligated to comply with the terms, and entitled to all the proceeds paid in connection with any exercise of, any preferential purchase right applicable to such Conveyed Properties). Should a holder of a preferential purchase right fail to exercise its preferential purchase right as to any of the Conveyed Properties prior to Closing and the time for exercise or waiver has not yet expired, the affected Conveyed Properties shall not be transferred at Closing and the Purchase Price shall be reduced by the Allocated Values of such Conveyed Properties (other than in the case of Conveyed Properties owned by Oakfield which shall not be excluded from the transactions contemplated hereby, in which case Buyer shall be obligated to comply with the terms, and entitled to all purposes. (c) If by the proceeds paid in connection with any exercise of, any preferential purchase right applicable to such Conveyed Properties). In the event that such a holder exercises its preferential purchase right following the Closing, Seller shall have no further obligation to sell or convey the time frame affected Conveyed Properties and Buyer shall have no further obligation to purchase, accept or pay for such affected Conveyed Properties, and the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property affected Conveyed Properties shall be excluded from the sale under this Agreement and Conveyed Properties to be acquired by Buyer at Closing hereunder. If, prior to the transactions contemplated hereby and expiration of the Purchase Price will be reduced Cure Period, (a) the applicable preferential purchase right is waived or expires without exercise by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). holder thereof or (db) If, after the Closing, the holder of a PPR preferential purchase right with respect to any Retained Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Retained Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercisepreferential purchase right, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant subject to adjustments in accordance with Section 3.2 through the date of such assignment3.2), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Retained Property.

Preferential Purchase Rights. (a) Seller shall transmit Any preferential purchase right must be exercised subject to all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) terms and conditions set forth in Schedule 4.1(n)this Agreement, promptly after including the execution successful Closing of this Agreement but in no event later than five (5) Business Days after execution of pursuant to Section 8.1 on the dates set forth herein. The consideration payable under this Agreement by for any particular Asset for purposes of preferential purchase right notices shall be the Parties. Prior to the ClosingAllocated Value for such Asset, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercisedadjusted as set forth herein. (b) If a Person to whom a notice of a PPR has been given elects any preferential right to purchase any Asset is validly exercised prior to Closing, (i) the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will affected Asset shall not be sold conveyed to Purchaser at Closing, (ii) the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Base Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of Asset, (iii) such PPR, such Properties Asset shall be deemed excluded to be deleted from the transactions contemplated hereby applicable Exhibits attached hereto and added to Schedule 1.3 attached hereto, (iv) such Asset shall constitute an Excluded Asset for all purposespurposes hereunder, and (v) Seller shall convey the affected Asset to the preferential right holder on the terms and provisions set out in the applicable preferential right provision and shall be entitled to the consideration paid by such holder. (c) If Should a Third Party 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 not yet expired by Closing, then (i) such Assets (or portions thereof) shall not be conveyed to Purchaser at Closing, (ii) the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Base Purchase Price will shall be reduced by the Allocated Value of each such Property Asset (or portion thereof subject to such preferential purchase right); (iii) each such affected Asset (or applicable portion thereof) shall be subject to the remainder of this Section 3.13(c) and Section 3.13(d), and (iv) Seller shall continue to use commercially reasonable efforts (without the obligation to make any payments or undertake any obligations for the benefit of the holders of such preferential rights to purchase) to obtain the waiver of the preferential purchase right and shall continue to be responsible for the compliance therewith. Should the holder of the preferential purchase right validly exercise the same after Closing, (A) such affected Asset shall be deemed to be deleted from the applicable Exhibits attached hereto and added to Schedule 1.3 attached hereto, (B) such Asset (or portion thereof) shall constitute an Excluded Asset for all purposes hereunder, and (C) Seller shall convey the affected Asset (or portion thereof) to the preferential right holder on the terms and provisions set out in accordance with Section 3.2(b)(iv)the applicable preferential right provision and Seller shall be entitled to the consideration paid by such holder. (d) IfIn the event that, after the Closing, the holder of a PPR preferential purchase right with respect to any Property excluded an Asset (or portion thereof) not conveyed to Purchaser at Closing pursuant to this Section 6.9 fails to consummate 3.13(c) is waived or the purchase time for exercise of such Property in accordance with right has expired pursuant to its terms without exercise by the holder thereof, (i) Purchaser shall purchase the affected Asset (or portion thereof) on the terms and conditions of such PPR or if the time frame set forth in this Agreement at a delayed closing which to exercise PPR expires without exercise, then, shall occur within ten (10) Business Days of Seller’s providing Buyer following the date on which Seller obtains such waiver, or the time period for exercising the applicable preferential right has expired (which date shall, with notice respect to such Asset, or portion thereof, Buyer be considered to be the Closing Date with respect to such Asset (or applicable portion thereof)), (ii) Purchaser and Seller shall purchase deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Asset (or portion thereof) at a purchase price equal such delayed Closing, (iii) Purchaser shall, simultaneously with the conveyance of the applicable Asset (or portion thereof), pay in cash the amount of any previous deduction from the Base Purchase Price (subject to all other applicable adjustments with respect to such Asset (or portion thereof) under this Agreement) to Seller, and (iv) such Asset shall no longer be (A) deemed to be deleted from the Exhibits attached hereto, (B) added to Schedule 1.3 attached hereto or (C) an Excluded Asset for any purposes hereunder. Base Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the Allocated Value affected Asset (or portion thereof), as adjusted pursuant if any, shall be calculated from the period from and after the Effective Date to Section 3.2 through the date of such assignment)the conveyance, and the net amount of such adjustment shall be paid in cash (1) if positive, by Purchaser to Seller shall assign and (2) if negative, by Seller to Buyer pursuant to an assignment in substantially the same form as the Assignment, such PropertyPurchaser.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closing, Seller shall use commercially reasonable efforts to notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice holder of a PPR has been given elects to each preferential purchase the Properties covered by such PPR right set forth on Schedule 3.1(j), in accordance with the Applicable Contractcontractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties may be sold conveyed by Seller to such holder of Buyer at the PPR subject Closing pursuant to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will shall be reduced adjusted downward by the Allocated Value of such Property in accordance with Section 3.2(b)(iv2.2(b)(iv). Upon the consummation If, as of the sale of Closing, any Properties Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder of such PPRmay exercise has not yet expired, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (b) has been exercised but not yet consummated or (c) If by Closingis in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the time frame for the exercise of “Affected Pref Property”) (including a PPR applicable separate Assignment transferring such Affected Pref Property to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property Buyer) shall be excluded from the sale under this Agreement fully executed and the transactions contemplated hereby dated at Closing but not delivered to Buyer and the Purchase Price will shall be reduced adjusted downward by the Allocated Value of any such Property Listed Interest in accordance with Section 3.2(b)(iv2.2(b)(iv). . Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (d5) IfBusiness Days thereafter, after the Closing, the holder of a PPR (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to any such Affected Pref Property excluded pursuant not previously delivered to this Section 6.9 fails to consummate Buyer, (ii) the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer Purchase Price shall purchase (at a purchase price be increased by an amount equal to the Allocated Value thereof, as (adjusted pursuant to Section 3.2 through the date 2.2) of such assignment)Affected Pref Property, and (iii) Buyer shall pay to Seller shall assign an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer pursuant shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to an assignment this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in substantially this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the same form as the Assignment, such PropertyProperties.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than Within five (5) Business Days after days following the execution and delivery of this Agreement by Agreement, Seller shall provide written notices to any persons, parties or entities holding a preferential purchase right, right of first refusal, or similar option or right (a “Preferential Right”), in compliance with the Parties. Prior terms of the Lease, Contract or agreement giving rise to the Closing, Preferential Right and otherwise in form and substance reasonably satisfactory to Buyer. Seller shall notify Buyer if within two (2) business days upon receipt of notice to Seller whether (a) any PPRs Preferential Rights are exercised exercised, waived or if the requisite period has elapsed without said rights having been exercised. deemed waived, or (b) If the requisite time periods have elapsed without any Preferential Rights being exercised. Subject to the right to terminate this Agreement under Section 9.01(c) hereof (and the conditions in Section 6.02(d)), if a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR Preferential Right is exercised in accordance with the Applicable Contractits terms prior to Closing, then the affected Properties shall be excluded from this sale (and shall be deemed Excluded Assets), and the Purchase Price shall be reduced by the Allocated Value thereof. If, however, as of the date that is five (5) days prior to the Closing Date, a Preferential Right has not been waived or exercised, and the requisite time periods for exercising the Preferential Right have not yet elapsed, then Seller shall exclude the affected Properties from the transaction under this Agreement, adjust the Purchase Price downward by the Allocated Value of such Properties may and such affected Properties shall be sold deemed to such holder be Excluded Assets; provided, however, that if the required waiver of the PPR Preferential Rights is obtained within ninety (90) days after Closing, then subject to the other terms and conditions of this Agreement, and such Buyer shall acquire these affected Properties will not be sold to for the Party originally executing this Agreement as “Buyer” Allocated Value thereof (subject to the remaining provisions in this Sectionadjustments herein provided) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days days of Seller’s providing Buyer with written notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and by Seller shall assign to Buyer pursuant to an assignment in substantially that such waiver of Preferential Rights has been obtained (with a copy of the same form as the Assignment, such Propertyevidence thereof).

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution send notice of this Agreement but to all persons holding preferential purchase rights in no event later than five (5) Business Days after execution any portion of the Assets offering to sell to each such person that portion of the Assets for which such a preferential right is held for an amount equal to the Allocated Values of such Assets and subject to all other applicable terms and conditions of this Agreement by the PartiesAgreement. Prior If, prior to the Closing, any person asserting a preferential purchase right notifies Seller shall notify Buyer if any PPRs are exercised or if that it intends to consummate the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice purchase of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder that portion of the PPR subject Assets to which it holds a preferential purchase right pursuant to the terms and conditions of such notice and this Agreement, and then such Properties will not Assets shall be sold to excluded from the Party originally executing Assets identified in this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will shall be reduced by the Allocated Value Values of such Property in accordance with Section 3.2(b)(iv)Assets. Upon the consummation of the sale of any Properties to However, at Seller's option, if the holder of such PPRpreferential right has not purchased such Assets prior to the Closing Date, such Properties then Seller shall be deemed excluded promptly so notify Buyer, and Seller shall sell to Buyer, and Buyer shall purchase from the transactions contemplated hereby for all purposes. (c) If by ClosingSeller, the time frame Assets to which the preferential purchase right was asserted for the Allocated Values of such Assets. If Seller does not sell to Buyer such Assets because of the exercise of a PPR applicable such preferential right and the sale of such Assets to a Property such preferential right holder has not expired and Seller has not received notice been consummated within sixty (60) days of an intent not to exercise or a waiver of the PPRClosing, such Property Assets shall be excluded from the sale under this Agreement sold by Seller and the transactions contemplated hereby and the Purchase Price will be reduced purchased by Buyer at the Allocated Value for such Assets as of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of Effective Time. All Assets for which a PPR with respect to any Property excluded pursuant to this Section 6.9 fails person asserting a preferential purchase right has not notified Seller that it intends to consummate the purchase of such Property in accordance with that portion of the Assets to which it holds a preferential purchase right pursuant to the terms and conditions of such PPR notice and this Agreement prior to Closing, shall also be sold to, and purchased by, Buyer at Closing pursuant to the provisions of this Agreement at the Allocated Values for such Assets. For any Assets so transferred to Buyer, whether at Closing or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereofthereafter, Buyer shall perform all valid preferential purchase right obligations, if any, of Seller relating to such holders and Buyer shall be entitled to receive (at a and Seller hereby assigns to Buyer all of Seller's rights to) all proceeds received from such holders in connection with such preferential purchase price equal to the Allocated Value thereofrights. Buyer assumes all risk, liability and obligations, and shall defend, indemnify, and hold harmless Seller from and against all Losses (as adjusted pursuant to defined in Section 3.2 through the date of such assignment14.4), and Seller shall assign which arise from or in connection with any Assets transferred to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Propertythis Section.

Preferential Purchase Rights. (a) Seller shall transmit all required notices If any holder of a preferential purchase right with respect to any of the Properties exercises such preferential purchase right prior to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite time period for exercise of such right has elapsed without said rights having been exercised. (b) If a Person not expired prior to whom a notice of a PPR Closing and such holder has been given elects neither exercised nor waived such right prior to purchase Closing, then the Properties covered with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by such PPR in accordance with Seller to Buyer at the Applicable Contract, then such Properties may be sold Closing pursuant to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject and shall be deemed to the remaining provisions in this Section) be Retained Properties, and the Purchase Price will shall be reduced adjusted downward by the Allocated Value of such Property Properties in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR preferential purchase right with respect to any Property excluded pursuant waives such right prior to Closing, or if the time period for exercise of such right expires prior to Closing and the holder did not timely exercise such right, then the affected Properties shall be included at Closing with no adjustment to the Purchase Price (other than such other adjustments under this Section 6.9 Agreement as may be applicable). After the Closing, if any holder of a preferential purchase right applicable to a Retained Property waives such right, or does not timely exercise such right within the time period for exercise of such right, or if the holder of a preferential purchase right who timely elected to exercise such right fails to consummate the purchase of such Retained Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercisepreferential purchase right, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase such Retained Property (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignmentplus or minus any applicable adjustments under this Agreement), and Seller shall assign such Retained Property to Buyer pursuant to an assignment in substantially the same form as the Assignment, and such Property shall no longer be deemed to be a “Retained Property” under this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 6.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. (a) With respect to each Preferential Purchase Right, Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n)send, promptly after the execution of this Agreement but in no event later than within five (5) Business Days after execution of this Agreement by following the Parties. Prior Execution Date, to the Closing, Seller shall notify Buyer if any PPRs are exercised or if holder of each such right a written notice in material compliance with the requisite period has elapsed without said rights having been exercisedcontractual provisions applicable to such Preferential Purchase Right. (b) If a Person If, prior to whom a notice Closing, any holder of a PPR has been given elects Preferential Purchase Right notifies Seller that it intends to consummate the purchase of any part of the Assets to which its Preferential Purchase Right applies (in such case, together with any associated Assets, a “Preferential Right Property”), that Preferential Right Property shall be excluded from the transactions hereunder, and the Base Purchase Price shall be reduced by the Allocated Value of the excluded Preferential Right Property. Seller shall be entitled to all proceeds from the holder of a Preferential Purchase Right who exercises its right to purchase a Preferential Right Property prior to Closing. If after the Properties later of (i) ninety (90) Days following Closing or (ii) such time as allowed under the instrument creating the applicable Preferential Right, the holder of such Preferential Right Property fails to consummate the purchase of the Preferential Right Property covered by such PPR in accordance with the Applicable Contractright, then Seller shall notify Buyer and Buyer shall purchase, on or before ten (10) Business Days following receipt of such Properties notice, the Preferential Right Property under the terms of this Agreement for a price equal to the Allocated Value of such Preferential Right Property. Subject to Buyer’s remedies for Seller’s breach of its representations and warranties in Article 5, if prior to Closing either Party discovers a valid, binding preferential right to purchase an Oil and Gas Property held by a Non-Party that is not set forth in Schedule 5.10, then, notwithstanding that such obligation may be sold constitute a Permitted Encumbrance, (i) such Party shall notify the other in writing not later than two (2) Business Days after such discovery, (ii) Seller shall within two (2) Business Days of the notification send any required notice to the holder of such preferential right, and (iii) the provisions of this Section 7.7 shall apply to such holder of preferential right as if it were a Preferential Purchase Right. (c) If, by Closing, a Preferential Purchase Right burdening any Preferential Right Property has not been exercised, the PPR subject to time for exercising such Preferential Purchase Right has not expired and such Preferential Purchase Right has not been waived, then that Preferential Right Property shall be excluded from the terms and conditions of this Agreementtransactions hereunder, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Base Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv)excluded Preferential Right Property. Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after following the Closing, the holder of a PPR with respect to any such Preferential Right Property excluded pursuant to this Section 6.9 fails notifies Seller that it intends to consummate the purchase of such Property in accordance with any part of the Preferential Right Property, then the terms and conditions of Section 7.7 (b) shall apply mutatis mutandis. If the time for the exercise of the Preferential Purchase Right with respect to any excluded Preferential Right Property described in this Section 7.7(c) expires following the Closing without the exercise of such PPR Preferential Purchase Right by the holder thereof or if the time frame in which to exercise PPR expires without exercisesuch Preferential Purchase Right is waived, thenthen Seller shall notify Buyer and Buyer shall purchase, within on or before ten (10) Business Days following receipt of such notice, such Preferential Right Property from Seller’s providing Buyer with notice thereof, Buyer shall purchase (at under the terms of this Agreement for a purchase price equal to the Allocated Value thereofof such Preferential Right Property by which the Base Purchase Price was previously reduced. All Preferential Right Properties for which applicable Preferential Purchase Rights have been waived prior to Closing, or as adjusted to which the period to exercise such right has expired prior to Closing without such right being exercised, shall be sold to Buyer at Closing pursuant to the provisions of this Agreement. (d) To the extent any Preferential Right Property is purchased by Buyer following the Closing pursuant to Section 3.2 through 7.7(b) or (c) and such Preferential Right Property has not been included in determining the date of such assignmentAdjustments to be made pursuant to Section 2.4 (excluding Section 2.4(b)(vi)), then the Adjustments that are specific to such Preferential Right Property shall be calculated and Seller contemporaneous with the payment of the Allocated Value for such Preferential Right Property there shall assign be applied as a deduction to Buyer pursuant such Allocated Value (if the sum of the downward Adjustments exceeds the sum of the upward Adjustments) the net amount resulting from such Adjustments or there shall be applied as an addition to an assignment in substantially such Allocated Value (if the same form as sum of the Assignment, upward Adjustments exceeds the sum of the downward Adjustments) the net amount resulting from such PropertyAdjustments.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Within two Business Days after execution the Sale Order is entered, Sellers shall deliver to each holder of this Agreement a Preferential Purchase Right a notice that is in material compliance with the contractual provisions applicable thereto, offering to sell to each such holder the applicable Oil and Gas Assets subject to such Preferential Purchase Right in exchange for an amount not less than the Allocated Value of such Oil and Gas Asset, or, alternatively, seeking such holder’s consent to the assignment of the applicable Oil and Gas Assets to Buyer; it being understood and agreed by the Parties. Prior Parties that Sellers shall not be obligated to make any payments or undertake obligations in connection with the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercisedobtaining of such consents. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject any Preferential Purchase Right is exercised prior to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, or if the time frame for the exercise of a PPR applicable to a Property such Preferential Purchase Right has not expired as of Closing and Seller has Sellers have not received notice of an intent not to exercise or a waiver of such Preferential Purchase Right, then that portion of the PPR, Oil and Gas Assets affected by such Property Preferential Purchase Right shall be excluded from the sale under this Agreement Oil and Gas Assets at Closing and the transactions contemplated hereby and the Base Purchase Price will shall be reduced adjusted downward by an amount equal to the Allocated Value of such Property excluded Oil and Gas Asset(s). (c) If a third person exercises its Preferential Purchase Right, but does not consummate the transaction within the time frame specified in accordance the instrument giving rise to such Preferential Purchase Right (provided that the reason therefor is not Sellers’ default), or such instrument does not provide a time frame for consummating such transaction, then, no later than the 10th business day after such time frame expires, or the ninetieth day after Closing if the underlying instrument does not provide a time frame for consummating such transaction, (A) Sellers shall transfer the applicable retained Oil and Gas Asset(s) to Buyer by execution and delivery of an instrument of conveyance in substantially the form of the Assignment, such conveyance to be effective as of the Effective Date, and (B) contemporaneously with Section 3.2(b)(ivthe execution and delivery of such conveyance, Buyer shall pay to Sellers the amount by which the Base Purchase Price was reduced at Closing with respect to such retained Oil and Gas Asset(s). (d) If, after the If a Preferential Purchase Right is not discovered prior to Closing, the affected Oil and Gas Asset(s) is conveyed to Buyer at Closing, and such Preferential Purchase Right is validly exercised by the holder of a PPR with respect thereof after Closing, then Buyer (A) agrees to any Property excluded pursuant convey such affected Oil and Gas Asset(s) to this Section 6.9 fails to consummate the purchase of person exercising such Property in accordance with Preferential Purchase Right on the same terms and conditions under which Sellers conveyed such Asset(s) to Buyer (with the purchase price for such Asset(s) being the Allocated Value of the affected Oil and Gas Asset(s)) and (B) shall be entitled to retain all amounts paid by the person exercising such Preferential Purchase Right. In the event of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at prepare, execute and deliver a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date form of conveyance of such assignment)Table of Contents Oil and Gas Asset(s) to such exercising person, and Seller shall assign such conveyance to Buyer pursuant to an assignment be in substantially the same form as of the Assignment. (e) All Oil and Gas Assets for which any applicable Preferential Purchase Right has been waived, such Propertyor as to which the period to exercise the applicable Preferential Purchase Right has expired without the exercise thereof, in each case, prior to Closing, shall be transferred to Buyer at Closing pursuant to the provisions of this Agreement.

Preferential Purchase Rights. If the Lease Agreement (ain the form of Exhibit E-2 hereto) or the Sublease Agreement (in the form of Exhibit E-3 hereto) is challenged in writing by any Person having a Preferential Purchase Right with respect to the Owned Surface Property to be Leased or the Land Agreements to be Subleased, at Buyer’s option either (i) Buyer shall use commercially reasonable efforts to contest such challenge at its sole cost, or (ii) Seller shall transmit all required notices send to each holder of a Preferential Purchase Right with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement property covered by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom agreement that is being challenged a notice in compliance with the contractual provisions applicable to such Preferential Purchase Right; provided, however, that, if Buyer elects option (i) above and the challenge is finally determined by a court of a PPR has been given elects competent jurisdiction to purchase be successful or Buyer determines that it no longer wishes to contest such challenge, then Seller shall, upon written notice of such fact by Buyer to Seller, implement option (ii) above. In the Properties covered by such PPR event option (ii) above is implemented, Buyer shall provide Seller with its valuation (determined in accordance with the Applicable Contract, then such Properties may be sold to such holder applicable agreement) of the PPR subject to property that is covered by the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price agreement that is being challenged which price will be reduced used as the offer price delivered by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties Seller to the holder of such PPRthe applicable Preferential Purchase Right; provided however, such Properties that Buyer shall be deemed excluded indemnify Seller from the transactions contemplated hereby for all purposes. (c) If any Claim made by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR the applicable Preferential Purchase Right arising from the offer tendered hereunder. In the event option (ii) above is implemented, Seller will pay to Buyer any payments or other consideration it receives in connection with respect to the disposition of any Property excluded property purchased by any such holder pursuant to this Section 6.9 fails to consummate such Preferential Purchase Right. In the purchase of event option (ii) above is implemented, any property not purchased by any such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted holder pursuant to Section 3.2 through the date of such assignment), and Seller Preferential Purchase Right shall assign be conveyed or assigned to Buyer pursuant to an assignment instrument in substantially the same form as the Assignmentapplicable Transfer Document. Buyer and Seller agree that, such Propertypromptly following the assignment, conveyance or other disposition of the property contemplated above in this section, the agreement that is being challenged shall terminate. For the avoidance of doubt, the amount to be paid to Buyer hereunder shall be reduced by any Liability incurred by Seller arising from any Claim made by any Person having a Preferential Purchase Right relating to the action taken under this Agreement relating to the use of the Lease Agreement or the Sublease Agreement, as applicable.

Preferential Purchase Rights. With respect to each Preferential Purchase Right set forth on Schedule 4.09, Seller, prior to Closing, shall use its commercially reasonable efforts to send to the holder of each such Preferential Purchase Right a notice in material compliance with the contract provisions applicable to such Preferential Purchase Right with respect to the Transactions. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to In the event that any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution holder of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior a Preferential Purchase Right exercises such Preferential Purchase Right prior to the Closing, Seller shall notify Buyer if then the Assets subject to such Preferential Purchase Right (as well as all other Assets as may be reasonably necessary to effect the exclusion of the affected Asset due to any PPRs are exercised uniformity of interest provisions, unit agreements or if other contractual or operational restrictions on the requisite period has elapsed without said rights having been exercisedtransfer of such affected Asset) will be excluded from this Agreement, the Base Purchase Price will be reduced at Closing by an amount equal to the aggregate Allocated Values of such affected Assets and, subject to Article IX, the Closing will occur as to the remainder of the Assets (or interests therein). (b) If a Person to whom a notice In the event that any holder of a PPR Preferential Purchase Right fails to exercise such Preferential Purchase Right prior to the Closing and the time period for exercise or waiver of such Preferential Purchase Right has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contractnot yet expired, then the Assets subject to such Properties Preferential Purchase Right (as well as all other Assets as may be sold reasonably necessary to such holder effect the exclusion of the PPR affected Asset due to any uniformity of interest provisions, unit agreements or other contractual or operational restrictions on the transfer of such affected Asset) shall be retained by the Seller and the Base Purchase Price shall be reduced at Closing by an amount equal to the aggregate Allocated Values of such Assets and, subject to Article IX, the terms and conditions of this Agreement, and such Properties will not be sold Closing shall occur as to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation remainder of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposesAssets (or interests therein). (c) If by If, subsequent to the Closing, any Preferential Purchase Right is waived, or if the time frame period otherwise set forth for exercising such Preferential Purchase Right expires without exercise by the exercise holders thereof, or such holder of such Preferential Purchase Right fails to consummate the purchase of the Assets covered by such Preferential Purchase Right in accordance with the terms of the Preferential Purchase Right, in each case prior to the expiration of the Cure Period, then Seller and Buyer shall effect a PPR applicable Closing pursuant to a Property has not expired Section 9.05 (and the other terms and conditions in this Agreement) with respect to, and Seller has not received notice of an intent not shall transfer to exercise Buyer, the Assets (or a waiver of the PPR, interests therein) subject to such Property shall be Preferential Purchase Right and any related Assets which were excluded from the sale under Closing as provided in this Agreement Section 11.05, and Buyer shall pay to Seller an amount equal to the transactions contemplated hereby and the Purchase Price will be reduced by the aggregate Allocated Value Values of such Property in accordance with Assets and any related Assets so excluded (as adjusted pursuant to Section 3.2(b)(iv3.02). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment)Each Party hereby gives, and Seller shall assign cause its Affiliates to Buyer pursuant give, any Hard Consents, and hereby waives, and shall cause its Affiliates to an assignment in substantially the same form as the Assignmentwaive, any Preferential Purchase Rights held by such PropertyParty or its Affiliates.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after Promptly following the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closingdate hereof, Seller shall notify Buyer if send letters to the parties shown in Seller's records as holding preferential purchase rights covering the Leasehold Interests listed on Exhibit 6.8, requesting a waiver of such rights as they may apply to the transactions contemplated by this Agreement. With respect to each such preferential purchase right for which no waiver is received on or before the Closing Date, Seller shall send to the holder of such right a notice offering to sell to such holder, in accordance with the contractual provisions applicable to such right, those Leasehold Interests covered by such right on the terms hereof and for the Allocated Value of such Leasehold Interests, subject to adjustments in price in the same manner that the Purchase Price is adjusted pursuant to Article II of this Agreement. Promptly following the sending of same, Seller shall deliver to Purchaser a copy of any PPRs are exercised or if letters and notices delivered to the requisite period has elapsed without said holders of preferential purchase rights having been exercisedpursuant to this Section 6.8(a). (b) If All Leasehold Interests for which a Person preferential purchase right has not been asserted prior to whom a notice the Closing by the holder of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may right shall be sold to such holder of Purchaser at the PPR subject Closing pursuant to the terms and conditions provisions of this Agreement. If, prior to June 30, 1997, any holder of a preferential purchase right notifies Seller that it intends to consummate the purchase of the Leasehold Interests to which its preferential purchase right applies, then Purchaser shall convey such Leasehold Interest to Seller, free and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) clear of all liens, claims, encumbrances and title defects that arise by, through or under an act of Seller, and the Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to Leasehold Interests; provided, however, that if the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 preferential right fails to consummate the purchase of the Leasehold Interests covered by such Property in accordance with right, then within 90 days following the Closing Date, Seller may so notify Purchaser, and within 15 days after Purchaser's receipt of such notice from Seller, subject to the terms hereof (to the extent applicable), Seller shall sell to Purchaser, and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer Purchaser shall purchase (at from Seller, the Leasehold Interests to which the preferential purchase right applied for a purchase price equal to the Allocated Value thereof, as of such Leasehold Interests adjusted pursuant to the provisions of Section 3.2 through the date of such assignment2.3 above), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Property.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with Except as disclosed on SCHEDULE 3.6 attached hereto, none of the Leasehold Property is subject to preferential purchase rights or consents to assignment in favor of third parties. With respect to each preferential purchase right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after covering the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the ClosingLeasehold Property, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties send to the holder of such PPRright a notice offering to sell to such holder, in accordance with the contractual provisions applicable to such Properties shall right, those Assets covered by such right on substantially the same terms hereof and for the portion of the Purchase Price attributable to such Leasehold Property on the Allocation of the Value (EXHIBIT B attached hereto), subject to adjustments in the same manner as the Purchase Price may be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by adjusted pursuant to Section 3.5 of this Agreement. If, prior to Closing, the time frame for the exercise any holder of a PPR applicable preferential purchase right notifies Seller that it intends to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver consummate the purchase of the PPRAssets to which its preferential purchase right applies, such Property then those Assets shall be excluded from the sale under this Agreement and the transactions contemplated hereby Assets to be conveyed to Purchaser, and the Purchase Price will shall be reduced by the Allocated Value of such Property as set forth in accordance with Section 3.2(b)(iv3.5(a)(ii). (d) If; provided, after the Closinghowever, that if the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 such preferential purchase right fails to consummate the purchase of the Assets covered by such Property right in accordance with the terms and conditions of such PPR or if within the time frame provided in which the applicable agreement, then Seller shall so notify Purchaser, and at Closing, Seller shall sell to exercise PPR expires without exercisePurchaser, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer and Purchaser shall purchase (at from Seller, the Assets to which the preferential purchase right is applicable for a purchase price equal to that portion on the Allocated Allocation of Value thereof, as adjusted pursuant to Section 3.2 through and upon the date other terms of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Propertythis Agreement.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution send notice of this Agreement but to all persons holding preferential purchase rights in no event later than five any portion of the Assets (5i) Business Days after execution offering to sell to each such person that portion of the Assets for which such a preferential right is held for an amount equal to the Allocated Values of such Assets and subject to all other applicable terms and conditions of this Agreement by the PartiesAgreement. Prior If, prior to the Closing, any person asserting a preferential purchase right notifies Seller shall notify Buyer if any PPRs are exercised or if that it intends to consummate the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice purchase of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder that portion of the PPR subject Assets to which it holds a preferential purchase right pursuant to the terms and conditions of such notice and this Agreement, and then such Properties will not Assets shall be sold to excluded from the Party originally executing Assets identified in this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will shall be reduced by the Allocated Value Values of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to Assets; provided, however, that, at Seller's option, if the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 preferential right fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal Assets prior to the Allocated Value thereofClosing Date, as adjusted pursuant to Section 3.2 through the date of such assignment)then Seller shall promptly so notify Buyer, and Seller shall assign sell to Buyer, and Buyer shall purchase from Seller, the Assets to which the preferential purchase right was asserted for the Allocated Values of such Assets. All Assets for which a preferential purchase right has not been asserted prior to Closing shall also be sold to Buyer at Closing pursuant to an assignment the provisions of this Agreement. If one or more of the holders of any preferential purchase right notifies Seller subsequent to Closing that it intends to assert its preferential purchase right, Seller shall give notice thereof to Buyer, whereupon Buyer shall perform all valid preferential purchase right obligations of Seller to such holders and Buyer shall be entitled to receive (and Seller hereby assigns to Buyer all of Seller's rights to) all proceeds received from such holders in substantially the same form connection with such preferential purchase rights. Buyer assumes all risk, liability and obligations, and shall defend, indemnify, and hold harmless Buyer from and against all Losses (as the Assignmentdefined in Section 14.4), such Propertywhich arise from or in connection with any preferential purchase right obligations transferred to Buyer at Closing pursuant to this Section.

Preferential Purchase Rights. (a) Seller Sellers shall transmit use their commercially reasonable efforts to comply with all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth their interest in Schedule 4.1(n), promptly after the execution Assets by sending notice of this Agreement but in no event later than five (5) Agreement, within ten Business Days after execution of this Agreement by Agreement, to all Persons holding preferential rights, offering to sell to each such Person that portion of the Parties. Prior Assets for which such a preferential right is held for an amount equal to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder Allocated Values of the PPR subject Allocated Properties and subject to the all other terms and conditions of this Agreement. If, and during the course of its Due Diligence Review, Buyer discovers any additional preferential rights, Buyer shall promptly notify Sellers. That portion of the Assets, if any, subject to preferential purchase rights which have been expressly waived by the holder thereof by Closing, or which are deemed waived by the failure of the holder thereof to exercise its preferential right to purchase within the applicable period following receipt of notice thereof where such Properties will not period expired prior to Closing, shall be sold included in the Assets to be conveyed to Buyer at Closing. That portion of the Party originally executing Assets, if any, subject to preferential purchase rights where the holder has exercised the preferential right prior to Closing, or where the deadline for the holder to elect to exercise such right is after the Closing, shall be excluded from the Assets identified in this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation Values of the sale of any Properties to excluded Allocated Properties; provided, however, that if the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable preferential right is required to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 but fails to consummate the purchase of such Property in accordance with Assets on or prior to the terms Closing Date, then Sellers shall notify Buyer, and conditions Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, the Assets to which the preferential purchase right was asserted for such Allocated Values. If the preferential purchase rights covering an Asset excluded pursuant to the preceding sentence are waived or expire without being exercised subsequent to Closing, Sellers shall give notice thereof to Buyer and within five Business Days after receipt of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereofnotice, Buyer shall purchase (at a purchase price equal to such Asset from Sellers for the Allocated Value thereof, as adjusted pursuant subject to the adjustments described in Section 3.2 through the date of such assignment)3.2, and Seller Sellers shall assign such Asset to Buyer pursuant to using an assignment in substantially the same form as the Assignment, such Property.of Exhibit G.

Preferential Purchase Rights. (ai) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the At Closing, Seller shall notify Buyer (x) if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of any Preferential Purchase Right exercises such PPRright, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (cy) If by Closing, if the time frame for the exercise of a PPR applicable to a Property any Preferential Purchase Right has not expired and Seller Sellers’s Representative has not received a written election or notice of an intent not to exercise or waive the Preferential Purchase Right, or (z) if a waiver third Person exercises its Preferential Purchase Right, but fails to consummate the transaction prior to Closing, then (1) that portion of the PPR, Properties affected by such Property Preferential Purchase Right shall be excluded from the sale under this Agreement Properties at Closing and deemed to constitute an Excluded Property and (2) the transactions contemplated hereby and the Base Purchase Price will shall be reduced adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 3.2(b)(ivaffected Properties (the aggregate value of all such adjustments is the “PR Purchase Price Adjustment”). (dii) IfIf a third Person 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 therefor is not Sellers’ default), then promptly (but in no event later than 15 Business Days) after such date (w) Sellers shall convey, effective as of the ClosingEffective Time, the holder of a PPR affected Property to Buyer and the Parties shall execute and deliver all documents and take all such actions with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property required under Section 8.2, with any necessary conforming changes, (x) Buyer shall pay Seller the Allocated Value of the affected Property, (y) such Properties shall be deemed to constitute Properties hereunder for all purposes and shall not constitute Excluded Properties and (z) the “Closing Date” with respect to such Properties shall be deemed to be the date such Properties were conveyed from Seller to Buyer in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to this Section 3.2 through the date of such assignment5.9(b)(ii), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Property.

Preferential Purchase Rights. If the Lease Agreement (ain the form of Exhibit E-2 hereto) or the Sublease Agreement (in the form of Exhibit E-3 hereto) is challenged in writing by any Person having a Preferential Purchase Right with respect to the Owned Surface Property to be Leased or the Land Agreements to be Subleased, at Buyer’s option either (i) Buyer shall use commercially reasonable efforts to contest such challenge at its sole cost, or (ii) Seller shall transmit all required notices send to each holder of a Preferential Purchase Right with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement property covered by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom agreement that is being challenged a notice in compliance with the contractual provisions applicable to such Preferential Purchase Right; provided, however, that, if Buyer elects option (i) above and the challenge is finally determined by a court of a PPR has been given elects competent jurisdiction to purchase be successful or Buyer determines that it no longer wishes to contest such challenge, then Seller shall, upon written notice of such fact by Buyer to Seller, implement option (ii) above. In the Properties covered by such PPR Execution Version event option (ii) above is implemented, Buyer shall provide Seller with its valuation (determined in accordance with the Applicable Contract, then such Properties may be sold to such holder applicable agreement) of the PPR subject to property that is covered by the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price agreement that is being challenged which price will be reduced used as the offer price delivered by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties Seller to the holder of such PPRthe applicable Preferential Purchase Right; provided however, such Properties that Buyer shall be deemed excluded indemnify Seller from the transactions contemplated hereby for all purposes. (c) If any Claim made by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR the applicable Preferential Purchase Right arising from the offer tendered hereunder. In the event option (ii) above is implemented, Seller will pay to Buyer any payments or other consideration it receives in connection with respect to the disposition of any Property excluded property purchased by any such holder pursuant to this Section 6.9 fails to consummate such Preferential Purchase Right. In the purchase of event option (ii) above is implemented, any property not purchased by any such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted holder pursuant to Section 3.2 through the date of such assignment), and Seller Preferential Purchase Right shall assign be conveyed or assigned to Buyer pursuant to an assignment instrument in substantially the same form as the Assignmentapplicable Transfer Document. Buyer and Seller agree that, such Propertypromptly following the assignment, conveyance or other disposition of the property contemplated above in this section, the agreement that is being challenged shall terminate. For the avoidance of doubt, the amount to be paid to Buyer hereunder shall be reduced by any Liability incurred by Seller arising from any Claim made by any Person having a Preferential Purchase Right relating to the action taken under this Agreement relating to the use of the Lease Agreement or the Sublease Agreement, as applicable.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect has not heretofore sent letters to parties holding preferential right purchase rights covering the Properties requesting a waiver of such rights as they may apply to purchase provisions relative to any Property (“PPRs”) the transactions set forth in Schedule 4.1(n)this Agreement. With respect to each such preferential purchase right, promptly after the upon execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior SELLER shall send to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom holder of such right a notice of a PPR has been given elects offering to purchase the Properties covered by sell to such PPR holder, in accordance with the Applicable Contract, then such Properties may be sold contractual provisions applicable to such holder right, those portions of the PPR Property covered by such rights on the same terms hereof and for the Allocated Value attributable to the portions of the Property to which such rights apply", subject to adjustments in the terms and conditions same manner as the Purchase Price is adjusted pursuant to of this Agreement. If, and such prior to Closing, any holder of a preferential purchase right notifies SELLER that it intends to consummate the purchase of the Properties will not to which its preferential purchase right applies, then those properties shall be sold excluded from the Properties to the Party originally executing this Agreement as “Buyer” (subject be conveyed to the remaining provisions in this Section) BUYER, and the Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to therefor, provided however, that if the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 preferential purchase right fails to consummate the purchase of the properties covered by such Property in accordance with right, the terms SELLER shall so notify BUYER, and conditions within fifteen (15) business days after BUYER's receipt of such PPR or if the time frame in which notice from SELLER, SELLER shall sell to exercise PPR expires without exerciseBUYER, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer and BUYER shall purchase (at a purchase price equal to from SELLER, for the Allocated Value thereof, as adjusted attributable to such properties and upon the other terms of this Agreement the Properties to which the preferential purchase right is applied. All properties for which preferential purchase right has been waived or for which the time to exercise has lapsed prior to Closing shall be sold to BUYER at Closing pursuant to Section 3.2 through the date provisions of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Propertythis Agreement.

Preferential Purchase Rights. (a) Seller shall transmit Any preferential purchase right must be exercised subject to all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) terms and conditions set forth in Schedule 4.1(n)this Agreement, promptly after including the execution successful Closing of this Agreement but in no event later than five (5) Business Days after execution of pursuant to Section 8.1 on the dates set forth herein. The consideration payable under this Agreement by for any particular Asset for purposes of preferential purchase right notices shall be the Parties. Prior to the ClosingAllocated Value for such Asset, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercisedadjusted as set forth herein. (b) If a Person to whom a notice of a PPR has been given elects any preferential right to purchase any Asset is validly exercised prior to Closing, (i) the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will affected Asset shall not be sold conveyed to Purchaser at Closing, (ii) the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of Asset, (iii) such PPR, such Properties Asset shall be deemed excluded to be deleted from the transactions contemplated hereby Exhibits attached hereto and added to Schedule 1.3 attached hereto, (iv) such Asset shall constitute an Excluded Asset for all purposespurposes hereunder, and (v) Seller shall convey the affected Asset to the preferential right holder on the terms and provisions set out in the applicable preferential right provision and shall be entitled to the consideration paid by such holder. (c) If 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 not yet expired by Closing, then (i) such Assets (or portions thereof) shall not be conveyed to Purchaser at Closing, (ii) the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of each such Property Asset (or portion thereof); (iii) each such affected Asset (or portion thereof) shall be subject to the remainder of this Section 3.13(c) and Section 3.13(d), and (iv) Seller shall continue to use commercially reasonable efforts (without the obligation to make any payments or undertake any obligations for the benefit of the holders of such preferential rights to purchase) to obtain the waiver of the preferential purchase right and shall continue to be responsible for the compliance therewith. Should the holder of the preferential purchase right validly exercise the same after Closing, (A) such affected Asset shall be deemed to be deleted from the Exhibits attached hereto and added to Schedule 1.3 attached hereto, (B) such Asset (or portion thereof) shall constitute an Excluded Asset for all purposes hereunder, and (C) Seller shall convey the affected Asset (or portion thereof) to the preferential right holder on the terms and provisions set out in accordance with Section 3.2(b)(iv)the applicable preferential right provision and Seller shall be entitled to the consideration paid by such holder. (d) IfIn the event that, after the Closing, the holder of a PPR preferential purchase right with respect to any Property excluded an Asset (or portion thereof) not conveyed to Purchaser at Closing pursuant to this Section 6.9 fails to consummate 3.13(c) is waived or the purchase time for exercise of such Property right has expired pursuant to its terms without exercise in accordance with writing by the holder thereof, (i) Purchaser shall purchase the affected Asset (or portion thereof) on the terms and conditions of such PPR or if the time frame set forth in this Agreement at a delayed closing which to exercise PPR expires without exercise, then, shall occur within ten (10) Business Days of Seller’s providing Buyer following the date on which Seller obtains such waiver, or the time period for exercising the applicable preferential right has expired (which date shall, with notice respect to such Asset, or portion thereof, Buyer be considered to be the Closing Date), (ii) the Parties shall purchase deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Asset at such delayed Closing; and (at a purchase price equal iii) Purchaser shall, simultaneously with the conveyance of the applicable Asset (or portion thereof), pay the amount of any previous deduction from the Unadjusted Purchase Price (subject to all other applicable adjustments with respect to such Property under this Agreement) to Seller and (iv) such Asset shall no longer be (A) deemed to be deleted from the Exhibits attached hereto, (B) added to Schedule 1.3 attached hereto and (C) an Excluded Asset for any purposes hereunder. Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3 with respect to the Allocated Value affected Asset (or portion thereof), as adjusted pursuant if any, shall be calculated from the period from and after the Effective Time to Section 3.2 through the date of such assignment)the conveyance, and the net amount of such adjustment, if positive, shall be paid by Purchaser to Seller, and, if negative, by Seller shall assign to Buyer pursuant to an assignment in substantially Purchaser at the same form as the Assignment, such Propertydelayed Closing.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect has not heretofore sent letters to parties holding preferential right purchase rights covering the Assets, requesting a waiver of such rights as they may apply to purchase provisions relative to any Property (“PPRs”) the transactions set forth in Schedule 4.1(n)this Agreement. With respect to each preferential purchase right covering the Assets or any portion thereof, promptly after the upon execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If make a Person good faith effort to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms identify and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties shall send to the holder of such PPRright a notice offering to sell to such holder, in accordance with the contractual provisions applicable to such Properties shall be deemed excluded from right, those Assets covered by such right on the transactions contemplated hereby same terms hereof and for all purposes. (c) If by the portion of the Purchase Price allocable to such Assets in Exhibit “C,” subject to adjustments in the same manner as the Purchase Price is adjusted pursuant to Section 1.4 of this Agreement. If, prior to Closing, the time frame for the exercise any holder of a PPR applicable preferential purchase right notifies Seller that it intends to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver consummate the purchase of the PPRAssets to which its preferential purchase right applies, such Property then those Assets shall be excluded from the sale under this Agreement and the transactions contemplated hereby Assets to be conveyed to Buyer, and the Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) Ifamount allocated to that Asset on Exhibit “C”; provided however, after the Closing, that if the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 such preferential purchase right fails to consummate the purchase of the Assets covered by such Property in accordance with the terms right, then Seller shall so notify Buyer, and conditions within forty-five (45) business days after Buyer’s receipt of such PPR or if the time frame in which notice from Seller, Seller shall sell to exercise PPR expires without exerciseBuyer, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, and Buyer shall purchase (at from Seller, for a purchase price equal to the Allocated Value thereofportion of the Purchase Price allocable to such Assets and upon the other terms of this Agreement the Assets to which the preferential purchase right is applied. Unless otherwise mutually agreed, all Assets for which a preferential purchase right has not been asserted prior to Closing shall be sold to Buyer at Closing pursuant to the provisions of this Agreement. Seller shall make a good faith effort to identify all agreements and contracts that contain rights of first refusal or preferential right to purchase provisions; however, Seller and Buyer acknowledge that due to the age and complexity of the Assets, the possibility exists that Seller may have inadvertently failed to identify all owners of such right(s) during its review and therefore failed to include such owners in its solicitation of elections. Seller and Buyer agree that if a bona fide third party owner or holder of such right(s), asserts said right(s) after the Closing Date, Buyer shall cooperate fully with Seller to reconcile and resolve said claims to the extent the interest conveyed to Buyer is affected. If Seller and Buyer agree in good faith on the validity of such third party’s claim, the reconciliation or resolution with such third party shall include an assignment, as adjusted pursuant of the Effective Date, of the affected interest from Buyer to Section 3.2 through the date of such assignment), third party and a full reimbursement by Seller shall assign to Buyer pursuant of that portion of the Purchase Price allocable to an assignment in substantially the same form affected interest; and payment to such third party by Buyer of all revenue and income attributable to such interest which has been collected and received by Buyer from and after the Effective Date, less all taxes and other expenses incurred by Buyer attributable to such interest. Seller shall, at its sole cost and expense, negotiate terms with third party owners as necessary to fully resolve any outstanding issues with such third party relating to the Assignment, such Propertysale of the affected interest.

Preferential Purchase Rights. If prior to the Closing Date, (ai) Seller shall transmit all required notices with respect to any preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after portion of the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior Assets is exercised prior to the ClosingClosing Date, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (bii) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property such preferential purchase right has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPRpreferential purchase right, or (iii) a third Person exercises its preferential right to purchase, but fails to consummate the transaction prior to the Closing, then that portion of the Assets affected by such Property preferential purchase right shall be excluded from the sale under this Agreement and the transactions contemplated hereby Assets at Closing and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Values of such affected Assets. If a third Person elects to exercise its preferential right to purchase prior to Closing but after Closing does not consummate the transaction within the time frame specified in the preferential purchase right (provided that the reason therefor is not Seller’s default), Seller will convey the affected Asset to Buyer as soon as possible after the expiration of the time for consummation of the transaction by the holder of the preferential right, such conveyance to be reduced by effective as of the Effective Time, and Buyer agrees to pay Seller the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the affected Asset. If a preferential purchase right is not discovered prior to Closing, and the holder of a PPR with respect affected Asset is conveyed to any Property excluded pursuant Buyer at Closing, and the preferential purchase right is exercised after Closing, Buyer will convey such affected Asset to this Section 6.9 fails to consummate the purchase of party exercising such Property in accordance with 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 PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at prepare, execute and deliver a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date form of conveyance of such assignment), and Seller shall assign Asset to Buyer pursuant to an assignment in substantially the same form as the Assignmentsuch exercising party, such Propertyconveyance to be in form and substance as provided in this Agreement.

Preferential Purchase Rights. With respect to Preferential Purchase Rights: (ai) Seller shall transmit notify all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution holders of this Agreement but in no event later than five (5) Business Days after execution Preferential Purchase Rights of this Agreement by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, Agreement to which the holders of such rights are entitled. Seller shall keep Buyer informed on a current basis as receipt of responses from the holders of Preferential Purchase Rights are received or applicable exercise periods expire without exercise or response from the holders. Seller shall provide Buyer with copies of all such correspondence between Seller and such Properties will holders of Preferential Purchase Rights as such correspondence is received. (ii) To the extent any Preferential Purchase Rights are validly exercised by any Third Person entitled to exercise such rights, then the Assets subject to such Preferential Purchase Rights shall not be sold to Buyer and shall be excluded from the Party originally executing this Agreement as “Buyer” (Agreement. The Purchase Price shall be adjusted by the portion of the Allocated Value representing the portion of the Assets subject to such exercised Preferential Purchase Right. In the remaining provisions event any Third Person initially elects to exercise a particular Preferential Purchase Right, but subsequently refuses or elects not to consummate the purchase under the Preferential Purchase Right and such refusal occurs prior to one hundred eighty (180) days following the Closing Date, Buyer shall purchase such interests covered by the Preferential Purchase Right for its Allocated Value as of the Effective Date and the closing of such transaction shall take place on a date mutually acceptable to Seller and Buyer not more than thirty (30) days following such failure or refusal. (iii) If a Preferential Purchase Right has not been waived prior to Closing or has expired pursuant to its terms, the Assets subject to such right shall be included in this Section) the Assets conveyed at Closing and there shall be no adjustment to the Purchase Price or account of such Preferential Purchase Right. If the holder of the Preferential Purchase Right validly exercises the right subsequent to Closing, Buyer shall convey the affected property to the holder of the right, and shall retain the payment therefor. (iv) Notwithstanding the provisions of subparagraphs (i)–(iii) above or Section 4.3(i) below, the Assets transferred to Buyer at Closing will not include Minerals Agreement No. ###-##-#### dated April 17, 1999, from the Southern Ute Indian Tribe and the xxxxx and property associated therewith, unless prior to Closing Seller has obtained all necessary consents and waivers of preferential rights under such Minerals Agreement. In that event, the purchase price will be reduced adjusted downward at Closing by the Allocated Value of the xxxxx associated with such Property in accordance with Section 3.2(b)(iv)Minerals Agreement. Upon At such time as the consummation consents and waivers of preferential rights are obtained by Seller under the Minerals Agreement, Seller and Buyer shall close the sale and transfer of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Minerals Agreement and the transactions contemplated hereby associated xxxxx and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with property under the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Propertythis Agreement.

Preferential Purchase Rights. Sellers shall, within three (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (53) Business Days after execution of this Agreement the Execution Date, provide written notice to BP, with respect to the preferential purchase right under the Preferential Right Contract. If the preferential purchase right with respect to the Preferential Right Asset is exercised by the Parties. Prior BP prior to the Closing, Seller (i) such Preferential Right Asset and the related Preferential Right Contract shall notify be excluded from the Assets and Executory Contracts conveyed to Buyer if or its Affiliate Designee, as applicable, at the Closing, (ii) such Preferential Right Asset and the related Preferential Right Contract shall be deemed to be Excluded Assets and Excluded Contracts, as applicable, for all purposes of this Agreement, (iii) the Purchase Price shall be reduced by an amount equal to the Preferential Right Amount, and (iv) Sellers shall be entitled to retain all consideration received for such Preferential Right Asset from BP (or any PPRs are exercised Affiliate thereof). Notwithstanding anything to the contrary in this Agreement, Sellers may elect, at such time that all of the conditions set forth in Section 7.1 (other than the condition set forth in Section 7.1(i)) have been satisfied or if waived, to defer the requisite period has elapsed without said rights having been exercised. (b) If a Person sale of the Preferential Right Asset and to whom a notice of a PPR has been given elects to purchase consummate the Properties covered by such PPR other transactions contemplated herein in accordance with the Applicable Contractterms hereof, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and except that the Purchase Price paid at Closing will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv)Preferential Right Amount. Upon Notwithstanding the consummation Outside Termination Date, if within one hundred twenty (120) days from the entry of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by ClosingSale Order, the time frame condition set forth in Section 7.1(i) is satisfied or waived, the Buyer will purchase the Preferential Right Asset for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Preferential Right Amount within three (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (103) Business Days of Seller’s providing such condition having been satisfied or waived. If the condition set forth in Section 7.1(i) is not satisfied or waived within one hundred twenty (120) days of the entry of the Sale Order, neither the Buyer with notice thereof, Buyer nor any of its Affiliates shall have any further obligation to purchase (at a purchase price equal the Preferential Right Asset or to pay Sellers the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such PropertyPreferential Right Amount.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closing, Seller shall use commercially reasonable efforts to notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice holder of a PPR has been given elects to each preferential purchase the Properties covered by such PPR right set forth on Schedule 3.1(j), in accordance with the Applicable Contractcontractual provisions applicable to such right, of the transactions contemplated hereby. If any holder of a preferential purchase right with respect to any of the Properties exercises such preferential purchase right (a) prior to Seller’s delivery of the Preliminary Settlement Statement, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties may be sold conveyed by Seller to such holder of Buyer at the PPR subject Closing pursuant to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will shall be reduced adjusted downward by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation 2.2(b)(iv) or (b) after Seller’s delivery of the sale of any Properties Preliminary Settlement Statement but prior to the holder of Closing, then the Properties with respect to which such PPR, such Properties exercised preferential purchase right relates shall be deemed excluded from included in the transactions contemplated hereby for all purposes. (c) If Properties conveyed by ClosingSeller to Buyer at the Closing pursuant to this Agreement, the time frame for notwithstanding the exercise of a PPR applicable such preferential purchase right, without any reduction to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will with respect thereto. Except for any Retained Property (with respect to which Seller shall be reduced by obligated to comply with the Allocated Value terms, and entitled to all the proceeds paid in connection with any exercise, of such Property any preferential purchase right applicable thereto), Buyer shall be obligated to comply with the terms, and entitled to all the proceeds paid in accordance connection with Section 3.2(b)(iv). (d) Ifany exercise of, after any preferential purchase right applicable to the Closing, Properties. If the holder of a PPR preferential purchase right with respect to any Retained Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Retained Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercisepreferential purchase right, then, within ten (10) Business Days business days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Retained Property. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative Each Party agrees that, except as provided in Section 8.1, such Party (the “Offering Member”) will not Transfer or permit the Transfer to any Property (“PPRs”) third party of its Membership Interests, whether now owned or hereafter acquired, or whether by sale or otherwise, and whether voluntary or involuntary, until and unless such Offering Member shall have first made the offer to sell as set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior Section 8.3 to the Closing, Seller shall notify Buyer if any PPRs are exercised or if other Member (the requisite period has elapsed without said rights having been exercised“Offeree Member”). (b) If a Person In the event that any Offering Member desires to whom transfer all but not less than all its Membership Interests, the Offering Member shall first deliver a notice in writing (a “Sale Notice”) to the Offeree Member whereby the Offering Member offers to sell its Membership Interests to the Offeree Member for a price, payable in cash on closing, set out in the Sale Notice and on and subject to the other terms and conditions (including as to closing arrangements) therein set out (such price, terms and conditions being hereinafter collectively referred to as the “Sale Terms”). The Offeree Member shall have the right, exercisable by giving notice (an “Acceptance Notice”) to the Offering Member within 30 days after its receipt of a PPR has been given elects Sale Notice (the “Acceptance Period”) to purchase all, but not less than all, of the Properties covered by such PPR Membership Interests in accordance with the Applicable ContractSale Terms. In the event that no Acceptance Notice is received from an Offeree Member within the Acceptance Period, then such Properties may be sold the offer to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as Offeree Member (a “Buyer” (subject to the remaining provisions in this SectionDeclining Offeree”) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from to have been refused. If an Acceptance Notice is received within the transactions contemplated hereby for all purposesAcceptance Period, the Parties shall use reasonable commercial efforts to complete the Transfer as soon as practicable and, in any event, within 30 days of receipt of the Acceptance Notice. (c) If The delivery by Closingan Offering Member of a Sale Notice shall be irrevocable and, upon delivery by an Offeree Member of an Acceptance Notice, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property Offering Member shall be excluded from the sale under this Agreement bound to sell, and the transactions contemplated hereby and Offeree Member shall be bound to purchase, the Purchase Price will be reduced by the Allocated Value of such Property relevant Membership Interests in accordance with the Sale Terms and the provisions of this Section 3.2(b)(iv)8.3. (d) If, after following the Closingcompletion of the procedure stipulated in Section 8.3(b), the holder of a PPR with respect Sale Notice remains unaccepted by the Offeree Member or has been deemed to be refused, the Offering Member may sell its Membership Interests to any Property excluded person (a “Third Party”) at a price not less than the price set forth in the Sale Notice and on terms that are, in the aggregate, no more favourable to the Third Party than the Sale Terms (it being understood that the fact that a Third Party may have a right to conduct a due diligence investigation of the Company and the Properties and to receive customary representations and warranties and indemnities from the Offering Member shall not be considered for purposes of determining whether the terms are more favourable). If a binding agreement in respect of such Third Party sale is not entered into by the Offering Member and the Third Party within 90 days following the expiration of the Acceptance Period, the Offering Member shall be required, before any Transfer of its Membership Interests, to again offer its Membership Interests in the manner provided in Section 8.3(b) and such process shall be repeated so often as any Party desires to Transfer its Membership Interests pursuant to this Section 6.9 fails 8.3. Whenever a sale of a Member’s Membership Interests is made to consummate a Third Party pursuant to this Section 8.3, the effectiveness of the Transfer and the obligation of the Company to register the Third Party as a Member is conditional upon the Third Party executing and delivering an accession agreement substantially in the form attached as Schedule B. (e) The closing of any sale and purchase of such Property in accordance with Membership Interests between the terms Members pursuant to this Section 8.3 shall be held at a time and conditions place as is mutually agreeable to the Members. In the absence of such PPR or agreement, the closing shall be held at the registered office of Bxxxxxx Gold Corporation in Toronto, Canada within 30 days after the Offeree Member has delivered an Acceptance Notice. At the closing, the Offering Member shall transfer and deliver duly completed transfers and the certificate(s), if any, for the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal applicable Membership Interests to the Allocated Value thereofOfferee Member or its designee, free and clear of all Encumbrances except as adjusted pursuant expressly provided herein and shall execute and deliver such other instruments, documents, certificates and opinions as the Offeree Member reasonably deems necessary or appropriate to Section 3.2 through properly effect the date transfer of such assignment)Membership Interests. The Company shall, upon receipt of the transfer documents and Seller instruments, cause an appropriate entry to be made in its register of members to reflect the new ownership. All sales, stamp and similar transfer taxes and expenses related to such Transfer shall assign to Buyer pursuant to an assignment in substantially be paid by the same form as the Assignment, such PropertyOfferee Member.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with With respect to preferential right to purchase provisions relative to any Property (“PPRs”) each Preferential Purchase Right set forth in Schedule 4.1(n)5.13, promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior Seller, prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if send to the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom holder of each such Preferential Purchase Right a notice in material compliance with the contractual provisions applicable to such Preferential Purchase Right. If, prior to the Closing, any holder of a PPR Preferential Purchase Right notifies Seller that such holder intends to consummate the purchase of the Asset(s) (or portion(s) thereof) to which its Preferential Purchase Right applies, or the time for responding has not yet expired and the right has not been given elects to purchase waived by the Properties covered by such PPR in accordance with the Applicable Contractholder thereof, then such Properties may be sold the Asset subject to such holder Preferential Purchase Right shall be excluded from the Assets to be assigned to Buyer at the Closing (but only to the extent of the PPR subject to portion of such Asset affected by the terms and conditions of this AgreementPreferential Purchase Right), and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Base Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv)the Asset (or portion thereof) so excluded. Upon the consummation of the sale of Seller shall be entitled to all proceeds paid by any Properties Person exercising a Preferential Purchase Right prior to the Closing. If such holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Preferential Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 Right thereafter fails to consummate the purchase of the Asset (or portion thereof) covered by such Property Preferential Purchase Right on or before sixty (60) days following the Closing Date, (a) Seller shall so notify Buyer, (b) Buyer shall purchase, on or before ten (10) days following receipt of such notice, such Asset (or portion thereof) that was so excluded from the Assets to be assigned to Buyer at the Closing, under the terms of this Agreement and for a price equal to the amount by which the Base Purchase Price was reduced at the Closing with respect to the Asset(s) (or portion(s) thereof) so excluded (subject to adjustment as set forth in Sections 3.3 and 3.4) and (c) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at the Closing pursuant to an instrument in substantially the same form as the applicable Conveyance. If, as of the Closing, the time for exercising a Preferential Purchase Right has not expired and such Preferential Purchase Right has not been exercised or waived, then the Asset subject to such Preferential Purchase Right shall not be included in the Assets to be assigned to Buyer at the Closing. However, if the time for exercising a Preferential Purchase Right thereafter expires with the holder of such Preferential Purchase Right failing to purchase the affected Asset on or before sixty (60) days following the Closing Date, (i) Seller shall so notify Buyer, (ii) Buyer shall purchase, on or before ten (10) days following receipt of such notice, such Asset (or portion thereof) that was so excluded from the Assets to be assigned to Buyer at the Closing, under the terms of this Agreement and for a price equal to the amount by which the Base Purchase Price was reduced at the Closing with respect to the Asset(s) (or portion(s) thereof) so excluded (subject to adjustment as set forth in Sections 3.3 and 3.4) and (iii) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at the Closing pursuant to an instrument in substantially the same form as the applicable Conveyance. For any Assets excluded from the Closing due to a Preferential Purchase Right and retained by Seller, the Parties shall execute a mutually agreeable Contract Operating form, whereby Buyer shall agree, until the assignment of each affected Asset to Buyer or six (6) months after the Closing Date, whichever is earlier, to serve as contract operator on behalf of Seller for all such Assets. All Assets for which any applicable Preferential Purchase Right has been waived prior to the Closing shall be sold to Buyer at the Closing pursuant to the provisions of this Agreement. Notwithstanding anything to the contrary herein, the Parties acknowledge and agree that Seller desires to sell all of the Assets and would not have entered into this Agreement but for Buyer’s agreement to purchase all of the Assets as herein provided. Accordingly, it is expressly understood and agreed that Seller shall have no obligation of any kind to consummate the sale, transfer and/or conveyance of any Asset(s) (or any portion(s) thereof) to any holder of any Preferential Purchase Right applicable thereto (regardless of whether such holder has notified Seller prior to the Closing Date that such holder intends to consummate the purchase of the Asset(s) to which its Preferential Purchase Right applies) unless and until the Closing of the 41 transactions contemplated by this Agreement has been consummated in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Propertythis Agreement.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior to the Closing, Seller shall use commercially reasonable efforts to notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice holder of a PPR has been given elects to each preferential purchase the Properties covered by such PPR right set forth on Schedule 3.1(j), in accordance with the Applicable Contractcontractual provisions applicable to such right, of the transactions contemplated hereby. If any holder of a preferential purchase right with respect to any of the Properties exercises such preferential purchase right (a) prior to Seller’s delivery of the Preliminary Settlement Statement, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties may be sold conveyed by Seller to such holder of Buyer at the PPR subject Closing pursuant to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will shall be reduced adjusted downward by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation 2.2(b)(iv) or (b) after Seller’s delivery of the sale of any Properties Preliminary Settlement Statement but prior to the holder of Closing, then the Properties with respect to which such PPR, such Properties exercised preferential purchase right relates shall be deemed excluded from included in the transactions contemplated hereby for all purposes. (c) If Properties conveyed by ClosingSeller to Buyer at the Closing pursuant to this Agreement, the time frame for notwithstanding the exercise of a PPR applicable such preferential purchase right, without any reduction to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will with respect thereto. Except for any Retained Property (with respect to which Seller shall be reduced by obligated to comply with the Allocated Value terms, and entitled to all the proceeds paid in connection with any exercise, of such Property any preferential purchase right applicable thereto), Buyer shall be obligated to comply with the terms, and entitled to all the proceeds paid in accordance connection with Section 3.2(b)(iv). (d) Ifany exercise of, after any preferential purchase right applicable to the Closing, Properties. If the holder of a PPR preferential purchase right with respect to any Retained Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Retained Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercisepreferential purchase right, then, within ten (10) Business Days business days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Retained Property. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties. As used in this Agreement, “business day” or “business days” means any day (other than Saturday and Sunday) on which national and state commercial banks in Oklahoma City, Oklahoma are generally open for business. With respect to any time period set out in this Agreement that ends on a day that is not a business day, such time period will be automatically extended to 5:00 p.m. Central time on the next occurring business day.

Preferential Purchase Rights. (a) Seller does not believe that any preferential purchase rights are applicable to the transaction contemplated by this Agreement. Nonetheless, if Seller becomes aware of any facts to the contrary, then Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution send notice of this Agreement but in no event later than five (5) Business Days after execution prior to Closing to all persons holding such rights offering to sell to each such person that portion of the Assets for which such a preferential right is held for an amount equal to the Allocated Values of such Assets and subject to all other terms and conditions of this Agreement by the PartiesAgreement. Prior If, prior to the Closing, any of such persons asserting a preferential purchase right notifies Seller shall notify Buyer if any PPRs are exercised or if that it intends to consummate the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice purchase of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder that portion of the PPR subject Assets to which it holds a preferential purchase right pursuant to the terms and conditions of such notice and this Agreement, and then such Properties will not Assets shall be sold to excluded from the Party originally executing Assets identified in this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will shall be reduced by the Allocated Value Values of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to Assets; provided, however, that if the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 preferential right fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal Assets prior to the Allocated Value thereofClosing Date, as adjusted pursuant to Section 3.2 through the date of such assignment)then Seller shall promptly so notify Buyer, and Seller shall assign sell to Buyer, and Buyer shall purchase from Seller, the Assets to which the preferential purchase right was asserted for the Allocated Values of such Assets. All Assets for which a preferential purchase right has not been asserted prior to Closing, or with respect to which closing does not occur on or before the Closing Date following the assertion of a preferential purchase right, shall be sold to Buyer at Closing pursuant to an assignment the provisions of this Agreement. If one or 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 Buyer, whereupon Buyer shall perform all valid preferential purchase right obligations of Seller to such holders and Buyer shall be entitled to receive (and Seller hereby assigns to Buyer all of Seller's rights to) all proceeds received from such holders in substantially the same form as the Assignment, connection with such Propertypreferential purchase rights.

Preferential Purchase Rights. Recognizing the brief period between the Execution Date and the Closing Date, Purchaser agrees to and shall assume all responsibility and liability regarding preferential purchase rights, rights of first refusal (acollectively, "Preferential Rights") Seller and restrictions on assignment or consents to assign ("Consents") relating to the Assets and/or any transfer, assignment or conveyance thereof. Purchaser shall transmit all required notices with respect to identify Persons (and their addresses) holding preferential right rights to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after affecting the execution Assets and shall send notice of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by to all such Persons offering to sell to each such Person the Parties. Prior Assets for which a Preferential Right is held on and subject to the terms hereof and for the same allocated value for such Assets provided to Seller pursuant to Section 2.5 hereof . Purchaser shall be ultimately responsible for obtaining all waivers , 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 Related Agreements, or other third parties and will provide Seller upon request with proof of each such waiver, consent or approval and the form of all related notices. If, after the Execution Date and prior to Closing, any of such Persons asserting a preferential purchase right notifies Seller shall notify Buyer if any PPRs are exercised or if that it intends to consummate the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject Assets to which it holds a preferential purchase right pursuant to the terms and conditions of this Agreement, and hereof then such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property Assets shall be excluded at Closing from the sale Assets to be conveyed to Purchaser under this Agreement and the transactions contemplated hereby and the Purchase Price will shall be reduced by the Allocated Value allocated value of such Property Assets reflected in accordance with Purchaser's allocation under Section 3.2(b)(iv). (d) If2.5; provided, after the Closinghowever, that if the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 such preferential right fails to consummate the purchase of such Property in accordance with Assets before, on or within a reasonable time after the terms Closing Date (taking into account the notice or acceptance period for the right of preferential purchase and conditions a reasonable amount of time, as determined by Seller, to assemble documentation for such PPR or if the time frame in which separate sale), then Seller shall promptly so notify Purchaser, and Seller shall sell immediately to exercise PPR expires without exercisePurchaser, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer and Purchaser shall purchase (at from Seller, for a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date allocated value of such assignment)Assets and upon the other terms of this Agreement, the Assets to which the Preferential Right was asserted. All Assets for which all Preferential Rights exist 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 Rights notifies Seller or Purchaser subsequent to Closing that it intends to assert its Preferential Right, in the event Seller receives such notice, Seller shall give notice thereof to Purchaser, and Purchaser shall satisfy all such Preferential Right obligations of Seller or Purchaser to such holders including, but not limited to, transferring the affected Assets to the holder of such rights and PURCHASER SHALL INDEMNIFY, DEFEND, RELEASE AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION, PIONEER'S INTERNAL EXPENSES AND COURT COSTS AND REASONABLE ATTORNEY'S FEES) IN CONNECTION THEREWITH. Purchaser shall assign be entitled to Buyer pursuant to an assignment receive upon satisfaction in substantially full by Purchaser of all the same form as the Assignmentforegoing obligations all proceeds received from such holders in connection with such Preferential Rights, such Propertyexercised after Closing. 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, ON OR AFTER CLOSING) WITH RESPECT TO OR ARISING DIRECTLY OR INDIRECTLY FROM THE CLAIMS OF ANY PERSON TO A PREFERENTIAL RIGHT OR CONSENT AFFECTING ANY OF THE ASSETS TRANSFERRED, ASSIGNED OR CONVEYED OR PURPORTEDLY TRANSFERRED, ASSIGNED OR CONVEYED TO PURCHASER HEREUNDER.

Preferential Purchase Rights. Recognizing the brief period between the Execution Date and the Closing Date, Purchaser agrees to and shall assume all responsibility and liability regarding preferential purchase rights, rights of first refusal (acollectively, "Preferential Rights") Seller and restrictions on assignment or consents to assign ("Consents") relating to the Assets and/or any transfer, assignment or conveyance thereof. Purchaser shall transmit all required notices with respect to identify Persons (and their addresses) holding preferential right rights to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after affecting the execution Assets and shall send notice of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by to all such Persons offering to sell to each such Person the Parties. Prior Assets for which a Preferential Right is held on and subject to the terms hereof and for the same allocated value for such Assets provided to Seller pursuant to Section 2.5 hereof. Purchaser shall be ultimately responsible for obtaining all waivers, 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 Related Agreements, or other third parties and will provide Seller upon request with proof of each such waiver, consent or approval and the form of all related notices. If, after the Execution Date and prior to Closing, any of such Persons asserting a preferential purchase right notifies Seller shall notify Buyer if any PPRs are exercised or if that it intends to consummate the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject Assets to which it holds a preferential purchase right pursuant to the terms and conditions of this Agreement, and hereof then such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property Assets shall be excluded at Closing from the sale Assets to be conveyed to Purchaser under this Agreement and the transactions contemplated hereby and the Purchase Price will shall be reduced by the Allocated Value allocated value of such Property Assets reflected in accordance with Purchaser's allocation under Section 3.2(b)(iv). (d) If2.5; provided, after the Closinghowever, that if the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 such preferential right fails to consummate the purchase of such Property in accordance with Assets before, on or within a reasonable time after the terms Closing Date (taking into account the notice or acceptance period for the right of preferential purchase and conditions a reasonable amount of time, as determined by Seller, to assemble documentation for such PPR or if the time frame in which separate sale), then Seller shall promptly so notify Purchaser, and Seller shall sell immediately to exercise PPR expires without exercisePurchaser, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer and Purchaser shall purchase (at from Seller, for a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date allocated value of such assignment)Assets and upon the other terms of this Agreement, the Assets to which the Preferential Right was asserted. All Assets for which all Preferential Rights exist 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 Rights notifies Seller or Purchaser subsequent to Closing that it intends to assert its Preferential Right, in the event Seller receives such notice, Seller shall give notice thereof to Purchaser, and Purchaser shall satisfy all such Preferential Right obligations of Seller shall assign or Purchaser to Buyer pursuant such holders including, but not limited to, transferring the affected Assets to an assignment in substantially the same form as the Assignmentholder of such rights and PURCHASER SHALL INDEMNIFY, such Property.DEFEND, RELEASE AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL

Preferential Purchase Rights. (a) Seller shall transmit all required notices with With respect to any preferential purchase right to purchase provisions relative or right of first refusal relating to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after of the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement Assets that would be triggered by the Parties. Prior to the Closingtransaction contemplated hereby (each, a “Preferential Purchase Right”), Seller shall notify Buyer if any PPRs are exercised or if send, within seven Business Days following the requisite period has elapsed without said rights having been exerciseddate of this Agreement, to the holder of each such right a written notice in material compliance with the contractual provisions applicable to such Preferential Purchase Right. (b) If a Person If, prior to whom a notice Closing, any holder of a PPR has been given elects Preferential Purchase Right notifies Seller that it intends to consummate the purchase of any part of the Assets to which its Preferential Purchase Right applies (in such case, a “Preferential Right Property”), that Preferential Right Property shall be excluded from the Assets to be assigned and sold to Buyer hereunder, and the Base Purchase Price shall be reduced by the Allocated Value of the excluded Preferential Right Property. Seller shall be entitled to all proceeds from the holder of a Preferential Purchase Right who exercises its right to purchase a Preferential Right Property prior to Closing. If the Properties holder of such Preferential Right Property thereafter fails to consummate the purchase of the Preferential Right Property covered by such PPR in accordance with right on or before 60 Days following the Applicable ContractClosing Date, then Seller shall notify Buyer and Buyer shall purchase, on or before ten Business Days following receipt of such Properties may notice, the Preferential Right Property under the terms of this Agreement for a price equal to the Allocated Value of such Preferential Right Property. (c) If, by Closing, a Preferential Purchase Right burdening any Preferential Right Property has not been exercised, the time for exercising such Preferential Purchase Right has not expired and such Preferential Purchase Right has not been waived, then that Preferential Right Property shall be excluded from the Assets to be assigned and sold to such holder of the PPR subject to the terms and conditions of this AgreementBuyer hereunder, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Base Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv)excluded Preferential Right Property. Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Preferential Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR Right with respect to any excluded Preferential Right Property excluded pursuant to described in this Section 6.9 fails to consummate 8.9(c) expires following the purchase Closing without the exercise of such Preferential Purchase Right by the holder thereof or such Preferential Purchase Right is waived, then Seller shall notify Buyer and Buyer shall purchase, on or before ten Business Days following receipt of such notice, such Preferential Right Property in accordance with from Seller, under the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at this Agreement for a purchase price equal to the Allocated Value thereofof such Preferential Right Property; provided, in no event shall Buyer have any obligation to purchase any such Preferential Right Property pursuant to this Section 8.9(c) after 90 Days following the Closing Date, unless Buyer has failed to comply with its obligations under this Section 8.9(c) to purchase such Preferential Right Property during such 90-Day period following the Closing Date. All Preferential Right Properties for which applicable Preferential Purchase Rights have been waived prior to Closing, or as adjusted to which the period to exercise such right has expired prior to Closing, shall be sold to Buyer at Closing pursuant to the provisions of this Agreement. (d) To the extent any Preferential Right Property is purchased by Buyer following the Closing pursuant to Section 3.2 through 8.9(b) or (c) and such Preferential Right Property has not been included in determining the date of such assignmentAdjustments to be made pursuant to Section 2.4 (excluding Section 2.4(b)(v)), then the Adjustments that are specific to such Preferential Right Property shall be calculated and Seller contemporaneous with the payment of the Allocated Value for such Preferential Right Property there shall assign be applied as a deduction to Buyer pursuant such Allocated Value (if the sum of the downward Adjustments exceeds the sum of the upward Adjustments) the net amount resulting from such Adjustments or there shall be applied as an addition to an assignment in substantially such Allocated Value (if the same form as sum of the Assignment, upward Adjustments exceeds the sum of the downward Adjustments) the net amount resulting from such PropertyAdjustments.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days Promptly after execution of this Agreement by the Parties. Prior to the ClosingAgreement, Seller shall notify deliver to any holder of a Preferential Purchase Right, if any, a notice that is in material compliance with the contractual provisions applicable thereto, offering to sell to each such holder the applicable Purchased Assets subject to such Preferential Purchase Right in accordance with the terms of this Agreement and in exchange for an amount equal to the Allocated Value of such Purchased Asset, adjusted as set forth in this Agreement, or, alternatively, seeking such holder’s consent to the assignment of the applicable Purchased Assets to Buyer; it being understood and agreed by the Parties that Seller shall not be obligated to make any payments or undertake obligations in connection with the obtaining of such consents. If, following entry of the Sale Order, Xxxxx discovers a Preferential Purchase Right that is not set forth on Disclosure Schedule 5.11, Buyer if any PPRs are exercised or if may, at its option, provide a written notice to Seller of such Preferential Purchase Right, and Seller shall deliver a written notice as described in the requisite period has elapsed without said rights having been exercisedimmediately preceding sentence to the holder of such Preferential Purchase Right. (b) If If, as of the Closing, a Person to whom a notice holder of a PPR Preferential Purchase Right has been given elects exercised its Preferential Purchase Right with respect to purchase the Properties covered Purchased Assets to which its Preferential Purchase Right applies, then (i) each of the Purchased Assets affected by such PPR in accordance Preferential Purchase Right shall be held back from the Purchased Assets conveyed at Closing, with the Applicable Contract, then such Properties may be sold a reduction to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by equal to the Allocated Value of such Property Purchased Asset, and (ii) such Purchased Assets shall thereafter be Excluded Assets (except as otherwise provided in accordance with Section 3.2(b)(ivthe following sentence). Upon If for any reason after Closing, the consummation of the purchase and sale of any Properties to such Purchased Assets is not or cannot be consummated with the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired Preferential Purchase Right and Seller has not received notice of an intent not is permitted after Closing (including, without limitation, pursuant to exercise or a waiver of the PPR, Sale Order) to transfer such Property shall be excluded from Purchased Assets to Buyer pursuant to the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value terms of such Property in accordance with Section 3.2(b)(iv). (d) IfPreferential Purchase Right, after then, unless the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails Bankruptcy Court has entered an order providing that such Preferential Purchase Right is not required to consummate the purchase sale of the affected Purchased Assets to Buyer, the Purchased Assets affected by such Property in accordance with the terms and conditions of such PPR or if the time frame in which Preferential Purchase Right will be conveyed to exercise PPR expires without exercise, then, Buyer at a subsequent Closing to be held within ten (10) Business Days of Seller’s providing Buyer with notice thereofthereafter, at which subsequent closing Seller shall assign, transfer and convey to Buyer, and Buyer shall purchase (at a purchase price acquire and accept from Seller, such Purchased Assets pursuant to the terms of this Agreement for an amount equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Property.such

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than Within five (5) Business Days after following the execution of this Agreement by the Parties. Prior to the Closing, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, Seller shall initiate all procedures required to comply with or obtain the waiver of all Preferential Purchase Rights which are applicable to the transactions contemplated by this Agreement prior to the Closing Date. Buyer will have the right to review and approve the forms of notices sent to the holders of Preferential Purchase Rights, however, Buyer shall not unreasonably withhold or delay such Properties will approval. Seller shall provide Buyer with copies of all correspondence sent or received by Seller in connection with such efforts contemporaneously with the receipt or sending thereof. To the extent any such Preferential Purchase Rights are exercised by any holders thereof, or waivers thereof are not obtained prior to the Closing Date, then the Assets subject to such Preferential Purchase Rights shall not be sold to Buyer and shall be excluded from the Party originally executing Assets and sale under this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Agreement. The Purchase Price will shall be reduced adjusted downward by the Allocated Value of such Property in accordance with Section 3.2(b)(iv)the Assets so excluded. Upon the consummation of the sale of If any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR Preferential Purchase Right applicable to a Property has not expired and Seller has not received notice of an intent this transaction initially elects to exercise that preferential right, but subsequently refuses or elects not to exercise consummate the purchase under the preferential right (whether such failure occurs before or a waiver of after the PPRClosing Date), such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) Ifor if, after the Closing, the time period for a holder of to exercise such a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate Preferential Purchase Right expires, the parties agree that Buyer shall purchase of such Property interests covered by the preferential right in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten Allocated Value thereof (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal subject to the Allocated Value thereof, as adjusted adjustments pursuant to Section 3.2 through 2.05) and the date closing of such assignment)transaction shall take place on a date designated by Seller not more than ninety (90) days after the Closing Date. Notwithstanding the foregoing, Buyer will have no obligation to purchase an Asset that is subject to a Preferential Purchase Right unless such Preferential Purchase Right is waived in form and Seller shall assign substance reasonably satisfactory to Buyer pursuant to an assignment in substantially not more than ninety (90) days after the same form as the Assignment, such PropertyClosing Date.

Preferential Purchase Rights. (a) Seller shall transmit all required notices with respect If a Lease is subject to a preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n)purchase, promptly after the execution right of this Agreement but in no event later than five (5) Business Days after execution first refusal, right of this Agreement by the Parties. Prior first offer, or similar right that is exercised prior to the Closing, Seller shall notify be deemed to have suffered a complete failure of 12 title with respect to the affected Lease, such Lease shall be excluded from the Assets conveyed to Buyer if any PPRs are exercised or if at the requisite period has elapsed without said rights having been exercised. (b) If a Person Closing, the Purchase Price shall be reduced by an amount equal to whom a notice the full Allocated Value of a PPR has been given elects the affected Lease, and Seller shall be entitled to retain all proceeds paid for the affected Lease by the person exercising such preferential right to purchase or similar right. For any Lease burdened by a preferential right to purchase or similar right which has not been exercised as of the Properties covered Closing Date, but for which the time period for exercise has not expired (and the applicable right has not been waived by the holder thereof), such PPR in accordance with Lease shall be withheld from the Applicable Contract, then such Properties may be Assets sold to such holder of the PPR subject to the terms and conditions of this AgreementBuyer at Closing, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv)Lease. Upon If any such preferential right to purchase or similar right is ultimately either waived or the consummation of the sale of any Properties to time period for exercise relative thereto expires without the holder of exercising such PPRright, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, thenBuyer shall, within ten (10) Business Days business days of Seller’s providing Buyer with notice thereofsuch waiver or expiry, Buyer shall purchase (at a purchase price equal pay to Seller the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign convey such Lease to Buyer pursuant to using an assignment Assignment in substantially the same form as the Assignment, such Propertyof Exhibit E attached hereto.

Preferential Purchase Rights. (a) Seller shall transmit Any preferential purchase right must be exercised subject to all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) terms and conditions set forth in Schedule 4.1(n)this Agreement, promptly after including the execution successful Closing of this Agreement but in no event later than five (5) Business Days after execution of pursuant to Section 8.1 on the dates set forth herein. The consideration payable under this Agreement by for any particular Asset for purposes of preferential purchase right notices shall be the Parties. Prior to the ClosingAllocated Value for such Asset, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercisedadjusted as set forth herein. (b) If a Person to whom a notice of a PPR has been given elects any preferential right to purchase any Asset is validly exercised prior to Closing, (i) the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will affected Asset shall not be sold conveyed to Purchaser at Closing, (ii) the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation of the sale of any Properties to the holder of Asset, (iii) such PPR, such Properties Asset shall be deemed excluded to be deleted from the transactions contemplated hereby Exhibits attached hereto and added to Schedule 1.3 attached hereto, (iv) such Asset shall constitute an Excluded Asset for all purposespurposes hereunder, and (v) Seller shall convey the affected Asset to the preferential right holder on the terms and provisions set out in the applicable preferential right provision and shall be entitled to the consideration paid by such holder. (c) If 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 not yet expired by Closing, then (i) such Assets (or portions thereof) shall not be conveyed to Purchaser at Closing, (ii) the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of each such Property Asset (or portion thereof); (iii) each such affected Asset (or portion thereof) shall be subject to the remainder of this Section 3.13(c) and Section 3.13(d), and (iv) Seller shall continue to use commercially reasonable efforts (without the obligation to make any payments or undertake any obligations for the benefit of the holders of such preferential rights to purchase) to obtain the waiver of the preferential purchase right and shall continue to be responsible for the compliance therewith. Should the holder of the preferential purchase right validly exercise the same after Closing, (A) such affected Asset shall be deemed to be deleted from the Exhibits attached hereto and added to Schedule 1.3 attached hereto, (B) such Asset (or portion thereof) shall constitute an Excluded Asset for all purposes hereunder, and (C) Seller shall convey the affected Asset (or portion thereof) to the preferential right holder on the terms and provisions set out in accordance with Section 3.2(b)(iv)the applicable preferential right provision and Seller shall be entitled to the consideration paid by such holder. (d) IfIn the event that, after the Closing, the holder of a PPR preferential purchase right with respect to any Property excluded an Asset (or portion thereof) not conveyed to Purchaser at Closing pursuant to this Section 6.9 fails to consummate 3.13(c) is waived or the purchase time for exercise of such Property in accordance with right has expired pursuant to its terms without exercise by the holder thereof, (i) Purchaser shall purchase the affected Asset (or portion thereof) on the terms and conditions of such PPR or if the time frame set forth in this Agreement at a delayed closing which to exercise PPR expires without exercise, then, shall occur within ten (10) Business Days of Seller’s providing Buyer following the date on which Seller obtains such waiver, or the time period for exercising the applicable preferential right has expired (which date shall, with notice respect to such Asset, or portion thereof, Buyer be considered to be the Closing Date), (ii) the Parties shall purchase deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Asset at such delayed Closing; and (iii) Purchaser shall, simultaneously with the conveyance of the applicable Asset (or portion thereof), pay the amount of any previous deduction from the Unadjusted Purchase Price (subject to all other applicable adjustments with respect to such Property under this Agreement) to Seller with interest at a purchase price equal the Agreed Rate from the Closing Date, and (iv) such Asset shall no longer be (A) deemed to be deleted from the Exhibits attached hereto, (B) added to Schedule 1.3 attached hereto (C) an Excluded Asset for any purposes hereunder. Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3 with respect to the Allocated Value affected Asset (or portion thereof), as adjusted pursuant if any, shall be calculated from the period from and after the Effective Date to Section 3.2 through the date of such assignment)the conveyance, and the net amount of such adjustment, if positive, shall be paid by Purchaser to Seller, and, if negative, by Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such PropertyPurchaser.

Preferential Purchase Rights. (a1) Seller shall transmit all required notices with respect to If any preferential right to purchase provisions relative any portion of the Assets is exercised and the sale to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior such preferential right holder closes prior to the ClosingClosing Date, Seller shall notify Buyer if any PPRs are exercised or if then that portion of the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects Assets affected by such preferential right to purchase shall be excluded from the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold Assets at Closing and deemed to such holder of the PPR subject to the terms and conditions of this Agreementconstitute an Excluded Asset, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Base Purchase Price will shall be reduced adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon affected Assets (the consummation aggregate value of the sale of any Properties to the holder of all such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closingadjustments, the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv“Exclusion Adjustment”). (d2) IfIf (i) any preferential right to purchase any portion of the Assets is not exercised prior to the Closing Date, after or if such right is exercised prior to the Closing Date but the closing of such sale will not happen prior to the Closing Date, then in each such case, Seller shall convey such Asset to Buyer at Closing without any adjustment to the Base Purchase Price and such Asset shall constitute a part of the Assets for all purposes hereunder; or (ii) a preferential right to purchase is not discovered prior to Closing and the affected Asset is conveyed to Buyer at Closing, and the holder of a PPR preferential right to purchase is exercised after Closing, then in each such case, 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) as adjusted under Section 2.3 and such other adjustments as may be permitted to reflect any other post-Closing expenditures Buyer has made with respect to any Property excluded pursuant such Asset, and Buyer shall retain all amounts paid by the party exercising such preferential right to this Section 6.9 fails to consummate purchase. Promptly following the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereofClosing Date, Buyer shall prepare, execute, and deliver a form of purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date and sale agreement and conveyance of such assignment), and Seller shall assign Asset to Buyer pursuant to an assignment in substantially the same form as the Assignmentsuch exercising party, such Propertypurchase and sale agreement and conveyance to be in form and substance as provided in this Agreement. Seller will reimburse all costs incurred by Buyer in complying with this Section 4.2(b)(2).

Preferential Purchase Rights. (a) Seller shall transmit Any preferential purchase right must be exercised subject to all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) terms and conditions set forth in Schedule 4.1(n)this Agreement, promptly after including the execution successful Closing of this Agreement but in no event later than five (5) Business Days after execution of pursuant to Section 8.1 on the dates set forth herein. The consideration payable under this Agreement by for any particular Asset for purposes of preferential purchase right notices shall be the Parties. Prior to the ClosingAllocated Value for such Asset, Seller shall notify Buyer if any PPRs are exercised or if the requisite period has elapsed without said rights having been exercisedadjusted as set forth herein. (b) If a Person to whom a notice of a PPR has been given elects any preferential right to purchase any Asset is validly exercised prior to Closing, (i) the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will affected Asset (or portion(s) thereof) shall not be sold conveyed to Purchaser at Closing, (ii) the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(ivAsset (or portion(s) thereof). Upon , and the consummation of Closing Consideration shall be appropriately reduced by an amount equal to such Allocated Value, divided by the sale of any Properties to the holder of Per Share Value; (iii) such PPR, such Properties Asset (or portion(s) thereof) shall be deemed excluded to be deleted from the transactions contemplated hereby applicable Exhibits attached hereto and added to Schedule 1.3 attached hereto, (iv) such Asset shall constitute an Excluded Asset for all purposespurposes hereunder, and (v) Seller shall convey the affected Asset (or portion(s) thereof) to the preferential right holder on the terms and provisions set out in the applicable preferential right provision and shall be entitled to the consideration paid by such holder. (c) If 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 not yet expired by Closing, then (i) such Assets (or portions thereof) shall not be conveyed to Purchaser at Closing, (ii) the time frame for the exercise of a PPR applicable to a Property has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR, such Property shall be excluded from the sale under this Agreement and the transactions contemplated hereby and the Unadjusted Purchase Price will shall be reduced by the Allocated Value of each such Property Asset (or portion thereof subject to such preferential purchase right) and the Closing Consideration shall be appropriately reduced by an amount equal to such Allocated Value, divided by the Per Share Value; (iii) each such affected Asset (or portion thereof) shall be subject to the remainder of this Section 3.13(c) and Section 3.13(d), and (iv) Seller shall continue to use commercially reasonable efforts (without the obligation to make any payments or undertake any obligations for the benefit of the holders of such preferential rights to purchase) to obtain the waiver of the preferential purchase right and shall continue to be responsible for the compliance therewith. Should the holder of the preferential purchase right validly exercise the same after Closing, (A) such affected Asset shall be deemed to be deleted from the applicable Exhibits attached hereto and added to Schedule 1.3 attached hereto, (B) such Asset (or portion thereof) shall constitute an Excluded Asset for all purposes hereunder, and (C) Seller shall convey the affected Asset (or portion thereof) to the preferential right holder on the terms and provisions set out in accordance with Section 3.2(b)(iv)the applicable preferential right provision and Seller shall be entitled to the consideration paid by such holder. (d) IfIn the event that, after the Closing, the holder of a PPR preferential purchase right with respect to any Property excluded an Asset (or portion thereof) not conveyed to Purchaser at Closing pursuant to this Section 6.9 fails to consummate 3.13(c) is waived in writing or the purchase time for exercise of such Property in accordance with right has expired pursuant to its terms without exercise by the holder thereof, (i) Purchaser shall purchase the affected Asset (or portion thereof) on the terms and conditions of such PPR or if the time frame set forth in this Agreement at a delayed closing which to exercise PPR expires without exercise, then, shall occur within ten (10) Business Days of Seller’s providing Buyer following the date on which Seller obtains such waiver, or the time period for exercising the applicable preferential right has expired (which date shall, with notice respect to such Asset, or portion thereof, Buyer be considered to be the Closing Date with respect to such Asset (or applicable portion thereof)), (ii) the Parties shall purchase deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Asset (or portion thereof) at a purchase price such delayed Closing; and (iii) Purchaser shall, simultaneously with the conveyance of the applicable Asset (or portion thereof) issue to Seller an amount of Purchaser Stock equal to the Allocated Value thereofreduction in the Stock Consideration received at Closing by Seller due to such preferential purchase right, in each case, with such valuation and payment or issuance, as adjusted pursuant applicable being subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement, and (iv) such Asset shall no longer be (A) deemed to be deleted from the Exhibits attached hereto, (B) added to Schedule 1.3 attached hereto or (C) an Excluded Asset for any purposes hereunder. (e) Purchase Price adjustments calculated in the same manner as the adjustments in Section 3.2 through 2.3(a) with respect to the affected Asset (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of such assignment)the conveyance, and Seller the net amount of such adjustment, if positive, shall assign to Buyer be accounted for in pursuant to an assignment in substantially the same form as the Assignment, such Propertythis Section 3.13.

Preferential Purchase Rights. Upon written notification to Seller by Purchaser identifying Persons (aand their addresses) holding preferential rights to purchase affecting the Assets ("Preferential Rights") actually received by Seller not later than thirty (30) days subsequent to the Execution Date or upon Seller's own initiative but without any obligation to so initiate, Seller shall transmit all required notices with respect to preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after the execution send notice of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by to all such Persons offering to sell to each such Person the Parties. Prior Assets for which a preferential right is held on and subject to the terms hereof and for the same allocated value for such Assets reflected on Exhibit "A". Notwithstanding the foregoing, Purchaser shall be ultimately responsible for obtaining all waivers from each and every applicable Person, including, but not limited to, lessors, joint interest owners, farmors, sublessors, assignors, grantors, co-parties to Agreements, or other third parties and will provide Seller on or before the Closing Date with proof of each 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 shall notify Buyer if any PPRs are exercised or if that it intends to consummate the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered by such PPR in accordance with the Applicable Contract, then such Properties may be sold to such holder of the PPR subject Assets to which it holds a preferential purchase right pursuant to the terms and conditions of this Agreementhereof, and such Properties will not be sold to or if the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) and the Purchase Price will be reduced by the Allocated Value of such Property in accordance with Section 3.2(b)(iv). Upon the consummation period allowed for acceptance of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If notice provided by Closing, the time frame for the exercise of a PPR applicable to a Property Seller has not expired and Seller has or will not received notice expire as of an intent not to exercise or a waiver of the PPR, Closing then such Property Assets shall be excluded at Closing from the sale Assets to be conveyed to Purchaser under this Agreement and the transactions contemplated hereby and the Purchase Price will shall be reduced by the Allocated Value allocated value of such Property Assets reflected in accordance with Section 3.2(b)(iv). (d) IfExhibit "A"; provided, after the Closinghowever, that if the holder of a PPR with respect to any Property excluded pursuant to this Section 6.9 fails to consummate the purchase of such Property in accordance with the terms and conditions of such PPR or if the time frame in which to exercise PPR expires without exercise, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, Buyer shall purchase (at a purchase price equal to the Allocated Value thereof, as adjusted pursuant to Section 3.2 through the date of such assignment), and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Property.of

Preferential Purchase Rights. (a) Seller shall transmit all use reasonable best efforts to give notices required notices in connection with respect preferential purchase rights prior to Closing. If any preferential right to purchase provisions relative to any Property (“PPRs”) set forth in Schedule 4.1(n), promptly after portion of the execution of this Agreement but in no event later than five (5) Business Days after execution of this Agreement by the Parties. Prior Assets is exercised prior to the ClosingClosing Date, Seller shall notify Buyer if any PPRs are exercised or if then that portion of the requisite period has elapsed without said rights having been exercised. (b) If a Person to whom a notice of a PPR has been given elects to purchase the Properties covered Assets affected by such PPR in accordance with preferential purchase right shall be excluded from the Applicable Contract, then such Properties may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and such Properties will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Section) Assets and the Purchase Price will shall be reduced adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 3.2(b)(iv)affected Assets without the requirement for Buyer to give notice. Upon the consummation of the sale of any Properties to the holder of such PPR, such Properties shall be deemed excluded from the transactions contemplated hereby for all purposes. (c) If by Closing, either (i) the time frame for the exercise of a PPR applicable to a Property preferential purchase right has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPRpreferential purchase right, such Property or (ii) a third party exercises its preferential right to purchase, but fails to consummate the purchase prior to the Closing, then Seller shall be excluded from retain the sale under this Agreement and the transactions contemplated hereby affected Assets and the Purchase Price will shall be reduced adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 3.2(b)(iv). (d) If, after the Closing, the holder of a PPR with respect affected Assets. As to any Property excluded pursuant to Assets retained by Seller under this Section 6.9 fails 4.4(b), following Closing if the preferential right to consummate purchase is not consummated within the time frame specified in the preferential purchase of such Property in accordance with the terms and conditions of such PPR right, or if the time frame in which for exercise of the preferential purchase right expired without exercise after the Closing, Seller shall promptly convey the affected Asset to exercise PPR expires without exerciseBuyer effective as of the Effective Time, then, within ten (10) Business Days of Seller’s providing Buyer with notice thereof, and Buyer shall purchase (at a purchase price equal to pay the Allocated Value thereof, as adjusted thereof pursuant to Section 3.2 the terms of this Agreement up to and through the date of such assignment)Final Settlement Date and in connection with the payments to be made with respect to the Final Settlement Statement as set forth in Section 13.1, and Seller shall assign to Buyer pursuant to an assignment in substantially the same form as the Assignment, such Propertybelow.