Preferential Purchase Rights. All preferential rights to purchase that are necessary for Laramie or Delta, as applicable, to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(1), with respect to Laramie, and Schedule 4.4(b)(2), with respect to Delta. Prior to Closing, Laramie or Delta, as applicable, shall use reasonable efforts to give the notices required in connection with such preferential purchase rights, together with any other preferential rights to purchase discovered by the other Party prior to Closing. If any preferential right to purchase any portion of the Assets is exercised prior to the Closing Date, then that portion of the Assets affected by such preferential purchase right shall be excluded from the Assets, and the Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and a notice of an intent not to exercise or a waiver of the preferential purchase right has not been received, or (ii) a third party exercises its preferential right to purchase, but the time frame for the consummation of such right has not expired prior to the Closing, then Laramie or Delta, as applicable, shall retain the affected Assets and the Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. As to any Assets retained by Laramie or Delta hereunder, following Closing but prior to the Final Settlement Date, if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expires without exercise after the Closing, the owner of the affected Asset shall promptly convey the affected Asset to the Company effective as of the Effective Time (with appropriate adjustments for proceeds from the Asset following the Effective Time net of Property Expenses relating thereto), and the Company shall pay the Party conveying the affected Asset the Allocated Value thereof pursuant to the terms of this Agreement.
Appears in 2 contracts
Samples: Contribution Agreement, Contribution Agreement (Delta Petroleum Corp/Co)
Preferential Purchase Rights. All preferential rights to purchase that are necessary for Laramie or Delta, as applicable, Seller to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(14.4(b), with respect to Laramie, and Schedule 4.4(b)(2), with respect to Delta. Prior to Closing, Laramie or Delta, as applicable, Seller shall use reasonable good faith efforts to give the notices required in connection with such preferential purchase rights, rights together with any other preferential rights to purchase discovered by the other Party Buyer prior to Closing. If any preferential right to purchase any portion of the Assets is timely and properly exercised prior to the Closing DateClosing, then that portion of the Assets affected by such preferential purchase right shall be excluded from sold to the Assets, exercising party on the same terms and conditions provided in this Agreement and the Laramie Payment or the Delta Payment, as applicable, Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. Upon the consummation of any such sale of Assets to an exercising third party, the Assets sold shall be deemed to be Excluded Assets. If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and a Seller has not received written notice of an intent not to exercise or a written waiver of the preferential purchase right has not been received, or (ii) a third party exercises its preferential right to purchase, but the time frame for the consummation of such right has not expired prior to the Closingright, then Laramie or Delta, as applicable, Seller shall retain the affected Assets and the Laramie Payment or the Delta Payment, as applicable, Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. As to any Assets retained by Laramie or Delta Seller hereunder, following Closing but prior to the Final Settlement Date, if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expires expired without exercise after the Closing, the owner of the affected Asset Seller shall promptly convey the affected Asset to the Company Buyer effective as of the Effective Time (with appropriate adjustments for proceeds from the Asset following the Effective Time net of Property Expenses relating thereto)Time, and the Company Buyer shall pay the Party conveying the affected Asset the Allocated Value thereof pursuant to the terms of this Agreement, subject to applicable Purchase Price adjustments provided in this Agreement.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Petroleum Development Corp)
Preferential Purchase Rights. All preferential rights to purchase that are necessary for Laramie or Delta, as applicable, to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(1), with respect to Laramie, and Schedule 4.4(b)(2), with respect to Delta. Prior to Closing, Laramie or Delta, as applicable, Transferor shall use commercially reasonable efforts to give the notices required in connection with such preferential purchase rights, together with any other preferential rights to purchase discovered by the other Party prior to Closing. If any preferential right to purchase any portion of the Assets is exercised prior to the Closing Date, then that portion of the Affected Assets affected by such preferential purchase right shall be excluded from the Assets, sale and the Laramie Payment or the Delta Payment, as applicable, Transferor Purchase Price shall be adjusted downward by an amount equal to the Transferor Allocated Value of such affected Affected Assets. If by Closing, either (i1) the time frame for the exercise of a preferential purchase right has not expired and a Transferor has not received notice of an intent not to exercise or a waiver of the preferential purchase right has not been receivedright, or (ii2) a third party Person exercises its preferential right to purchase, but the time frame for the consummation of such the preferential purchase right has not expired prior to the Closing, then Laramie or Delta, as applicable, Transferor shall retain the affected Affected Assets and the Laramie Payment or the Delta Payment, as applicable, Transferor Purchase Price shall be adjusted downward by an amount equal to the Transferor Allocated Value of such affected Affected Assets. As to any Affected Assets retained by Laramie or Delta Transferor hereunder, following Closing but prior if a preferential right to purchase is not consummated by the Final Settlement Date, then the Affected Asset shall be permanently excluded from the sale, and the Transferor Purchase Price shall be deemed to be permanently reduced by an amount equal to the Transferor Allocated Value of the Affected Asset, provided, however, that with respect to any Affected Assets retained by Transferor hereunder, if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase rightright following Closing and before the Final Settlement Date, or if the time frame for exercise of the preferential purchase right expires without exercise after the ClosingClosing and before the Final Settlement Date, the owner of the affected Asset then Transferor shall promptly convey the affected Asset Affected Assets to the Company Transferee, effective as of the Effective Time (with appropriate adjustments for proceeds from the Asset following the Effective Time net of Property Expenses relating thereto)Time, and the Company Transferee shall pay the Party conveying the affected Asset the Transferor Allocated Value thereof pursuant to the terms of this Agreement.
Appears in 1 contract
Preferential Purchase Rights. All To Seller’s Knowledge, all preferential rights to purchase that are necessary for Laramie or Delta, as applicable, to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(14.6(b) (or are contained in the instruments and agreements set forth in Exhibit C, provided that Seller shall make a good faith effort to list all the preferential rights to purchase on Schedule 4.6(b), with respect to Laramie, and Schedule 4.4(b)(2), with respect to Delta. Prior to Closing, Laramie or Delta, as applicable, Seller shall use reasonable good faith efforts to give the notices required in connection with all preferential rights contained in Schedule 4.6(b) prior to Closing. If prior to Closing Buyer discovers a preferential right to purchase, then Buyer shall notify Seller of such preferential right and Seller shall use reasonable good faith efforts to give notices required in connection with such preferential purchase rights, together with any other rights (which preferential rights to purchase discovered by the other Party prior to Closingright shall not be a breach of Seller’s representation and warranty set forth in this Subsection 4.6(b)). If any preferential right to purchase any portion of the Assets Subject Interests is exercised prior to the Closing Date, then that portion of the Assets Subject Interests affected by such preferential purchase right shall be excluded from the Assets, Subject Interests and the Laramie Payment or the Delta Payment, as applicable, Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected AssetsSubject Interests. If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and a Seller has not received notice of an intent not to exercise or a waiver of the preferential purchase right has not been receivedright, or (ii) a third party exercises its preferential right to purchase, but fails to consummate the time frame for the consummation of such right has not expired purchase prior to the Closing, then Laramie or Delta, as applicable, Seller shall retain the affected Assets Affected Interest and the Laramie Payment or the Delta Payment, as applicable, Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected AssetsAffected Interest. As to any Assets Affected Interests retained by Laramie or Delta Seller hereunder, following Closing but prior to the Final Settlement Date, if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expires without exercise after the Closing, the owner of the affected Asset Seller shall promptly convey the affected Asset Affected Interest to the Company Buyer effective as of the Effective Time (with appropriate adjustments for proceeds from the Asset following the Effective Time net of Property Expenses relating thereto)Time, and the Company Buyer shall pay the Party conveying the affected Asset the Allocated Value thereof pursuant to the terms of this Agreement.
Appears in 1 contract
Preferential Purchase Rights. All preferential rights to purchase that are necessary for Laramie or Delta, as applicable, to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(1), with respect to Laramie, and Schedule 4.4(b)(2), with respect to Delta. Prior to Closing, Laramie or Delta, as applicable, shall use reasonable efforts to give the notices required in connection with such preferential purchase rights, together with any other preferential rights to purchase discovered by the other Party prior to Closing. (1) If any preferential right to purchase any portion of the Assets is exercised prior to the Closing Date, or if the time frame for the exercise of such preferential purchase right has not expired and Seller has not received notice of an intent not to exercise or waiver of the preferential purchase right, then that portion of the Assets affected by such preferential purchase right shall be excluded from the Assets, Assets at Closing and the Laramie Payment or the Delta Payment, as applicable, Purchase Price shall be adjusted downward by an amount equal to the Allocated Value reasonable value of such affected Assets. Assets as agreed by the Parties (“Exclusion Adjustment”).
(2) If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and a notice of an intent not to exercise or a waiver of the preferential purchase right has not been received, or (ii) a third party exercises its preferential right to purchase, but fails to consummate the time frame for the consummation of such right has not expired transaction prior to the Closing, then Laramie or Delta, as applicable, Seller shall retain the affected Assets at Closing and the Laramie Payment or the Delta Payment, as applicable, Purchase Price shall be adjusted downward by an amount equal to the Allocated Value value of such affected Assets. As to any Assets retained as agreed by Laramie or Delta hereunder, following Closing but prior to the Final Settlement Date, if Parties.
(3) If a third party exercises its preferential right to purchase is purchase, but does not consummated consummate the transaction within the time frame specified in the preferential purchase rightright (provided that the reason therefor is not Seller’s default), or if the time frame for exercise of the preferential purchase right expires without exercise after the Closing, the owner of the affected Asset shall promptly Seller agrees to convey the affected Asset to Buyer as soon as possible after the Company expiration of the time for consummation of the transaction by the holder of the preferential right by execution and delivery of an instrument of conveyance reasonably satisfactory to Buyer and Seller, such conveyance to be effective as of the Effective Time Date, and Buyer agrees to pay Seller the value of the affected Asset as agreed to by the Parties.
(with appropriate adjustments for proceeds from the Asset following the Effective Time net of Property Expenses relating thereto)4) If a preferential purchase right is not discovered prior to Closing, and the Company shall pay affected Asset is conveyed to Buyer at Closing, Buyer agrees to convey such affected Asset to the Party conveying party exercising such right on the same terms and conditions under which Seller conveyed such Asset to Buyer (with the purchase price being the reasonable value for the affected Asset as agreed by Buyer and the Allocated Value thereof pursuant third party) and retain all amounts paid by the party exercising such preferential right to purchase. In the terms event of this Agreementsuch exercise, Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising party, such conveyance to be in a form and substance as reasonably satisfactory to Buyer and the third party.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Western Gas Partners LP)
Preferential Purchase Rights. All preferential rights (a) With respect to purchase that are necessary for Laramie or Deltaeach Preferential Purchase Right applicable to the transactions contemplated hereby, as applicableSeller shall send, within seven (7) Business Days following the Execution Date, to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(1), the holder of each such right a written notice in compliance with respect the contractual provisions applicable to Laramiesuch Preferential Purchase Right (after providing Buyer with a copy of, and Schedule 4.4(b)(2a reasonable amount of time to comment on, each such notice).
(b) If, with respect to Delta. Prior prior to Closing, Laramie or Deltaany holder of a 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, as applicablea “Preferential Right Property”), that Preferential Right Property shall use reasonable efforts 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 give all proceeds from the notices required in connection with such preferential purchase rights, together with any other preferential rights holder of a Preferential Purchase Right who exercises its right to purchase discovered by the other Party a Preferential Right Property prior to Closing. If any preferential right the holder of such Preferential Right Property thereafter fails to consummate the purchase any portion of the Assets is exercised prior to Preferential Right Property covered by such right on or before 60 Days following the later of the Closing DateDate or the expiration of the time for exercising such Preferential Purchase Right, then that portion Seller shall notify Buyer and Buyer shall purchase, on or before 10 Business Days following receipt of such notice, the Assets affected by such preferential purchase right shall be excluded from Preferential Right Property under the Assets, and the Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by an amount terms of this Agreement for a price equal to the Allocated Value of such affected Assets. If Preferential Right Property.
(c) If, by Closing, either (i) a Preferential Purchase Right burdening any Preferential Right Property has not been exercised, the time frame 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 transactions hereunder, and the Base Purchase Price shall be reduced by the Allocated Value of such excluded Preferential Right Property. If the time for the exercise of a preferential purchase right has not expired the Preferential Purchase Right with respect to any excluded Preferential Right Property described in this Section 8.8(c) expires following the 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 a notice of an intent not to exercise or a waiver of the preferential purchase right has not been received, or (ii) a third party exercises its preferential right to Buyer shall purchase, but the time frame for the consummation on or before 10 Business Days following receipt of such right has not expired prior to notice, such Preferential Right Property from Seller, under the Closing, then Laramie or Delta, as applicable, shall retain the affected Assets and the Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by an amount terms of this Agreement for a price equal to the Allocated Value of such affected AssetsPreferential Right Property. As to any Assets retained by Laramie or Delta hereunder, following Closing but All Preferential Right Properties for which applicable Preferential Purchase Rights have been waived prior to the Final Settlement Date, if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase rightClosing, or if as to which the time frame for period to exercise of the preferential purchase such right expires has expired prior to Closing without exercise after the Closingsuch right being exercised, the owner of the affected Asset shall promptly convey the affected Asset be sold to the Company effective as of the Effective Time (with appropriate adjustments for proceeds from the Asset following the Effective Time net of Property Expenses relating thereto), and the Company shall pay the Party conveying the affected Asset the Allocated Value thereof Buyer at Closing pursuant to the terms provisions of this Agreement.
(d) To the extent any Preferential Right Property is purchased by Buyer following the Closing pursuant to Section 8.8(b) or
Appears in 1 contract
Samples: Purchase and Sale Agreement
Preferential Purchase Rights. All preferential rights (a) Promptly after the Sale Order is entered, Sellers shall deliver to purchase each holder of a Preferential Purchase Right a notice that are necessary is in material compliance with the contractual provisions applicable thereto, offering to sell to each such holder the applicable Assets subject to such Preferential Purchase Right in exchange for Laramie or Delta, as applicable, to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(1), with respect to Laramie, and Schedule 4.4(b)(2), with respect to Delta. Prior to Closing, Laramie or Delta, as applicable, shall use reasonable efforts to give the notices required in connection with such preferential purchase rights, together with any other preferential rights to purchase discovered by the other Party prior to Closing. If any preferential right to purchase any portion of the Assets is exercised prior to the Closing Date, then that portion of the Assets affected by such preferential purchase right shall be excluded from the Assets, and the Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by an amount equal to not less than the Allocated Value of such affected Assets. If Asset, or, alternatively, seeking such holder’s consent to the assignment of the applicable Assets to Buyer; it being understood and agreed by the Parties that Sellers shall not be obligated to make any payments or undertake obligations in connection with the obtaining of such consents.
(b) All Assets that are subject to Preferential Purchase Rights shall be transferred or assigned to Buyer at the Closing, either and Buyer shall take title to such Assets subject to such Preferential Purchase Rights. In the event any holder of a valid Preferential Purchase Right thereafter lawfully and timely exercises its Preferential Purchase Right, Buyer shall assign such affected Assets to the holder of such Preferential Purchase Right, and such holder shall pay Buyer all proceeds generated from the exercise of such Preferential Purchase Right.
(c) If a Preferential Purchase Right is not discovered prior to Closing, the affected Asset(s) is conveyed to Buyer at Closing, and such Preferential Purchase Right is validly exercised by the holder thereof after Closing, then Buyer (i) the time frame for the exercise of a preferential purchase right has not expired and a notice of an intent not agrees to exercise or a waiver of the preferential purchase right has not been received, or (iiconvey such affected Asset(s) a third party exercises its preferential right to purchase, but the time frame for the consummation of such right has not expired prior to the Closing, then Laramie or Delta, as applicable, shall retain person exercising such Preferential Purchase Right on the affected Assets same terms and conditions under which Sellers conveyed such Asset(s) to Buyer (with the Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by an amount equal to purchase price for such Asset(s) being the Allocated Value of such affected Assets. As to any Assets retained by Laramie or Delta hereunder, following Closing but prior to the Final Settlement Date, if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expires without exercise after the Closing, the owner of the affected Asset Asset(s)) and (ii) shall promptly convey be entitled to retain all amounts paid by the affected Asset to person exercising such Preferential Purchase Right. In the Company effective as event of the Effective Time (with appropriate adjustments for proceeds from the Asset following the Effective Time net such exercise, Buyer shall prepare, execute and deliver a form of Property Expenses relating thereto), and the Company shall pay the Party conveying the affected Asset the Allocated Value thereof pursuant to the terms conveyance of this Agreementsuch.
Appears in 1 contract
Preferential Purchase Rights. All preferential rights to purchase that are necessary for Laramie or Delta, as applicable, to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(1), with respect to Laramie, and Schedule 4.4(b)(2), with respect to Delta. Prior to Closing, Laramie or Delta, as applicable, shall use reasonable efforts to give the notices required in connection with such preferential purchase rights, together with any other preferential rights to purchase discovered by the other Party prior to Closing. (1) If any preferential right to purchase any portion of the Assets is exercised prior to the Closing Date, then or if the time for exercise of such preferential purchase rights has not expired and HighGround has not received notice of an intent not to exercise or otherwise to waive the preferential purchase right, that portion of the Assets affected by such the preferential purchase right shall be excluded from the Assets, Assets and the Laramie Payment or the Delta Payment, as applicable, Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. .
(2) If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and a notice of an intent not to exercise or a waiver of the preferential purchase right has not been received, or (ii) a third party exercises its preferential right to purchase, but fails to consummate the time frame for the consummation of such right has not expired transaction prior to the Closing, then Laramie or Delta, as applicable, HighGround shall retain the affected Assets Asset and the Laramie Payment or the Delta Payment, as applicable, Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. As to any Assets retained by Laramie or Delta hereunder, following Closing but prior to the Final Settlement Date, if .
(3) If a third party exercises its preferential right to purchase is purchase, but does not consummated consummate the transaction within the time frame specified in the preferential purchase right, or if provided that the reason therefore is not HighGround’s fault, HighGround shall convey the affected Asset to Treaty as soon as possible after the expiration of the time frame for exercise consummation of the transaction, effective as of the Effective Time, and Treaty shall pay HighGround 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 Treaty at Closing, and if the preferential purchase right expires without exercise after the Closingis later exercised, the owner of the affected Asset shall promptly then Treaty agrees to convey the affected Asset to the Company effective as of party exercising such right on the Effective Time same terms and conditions under which HighGround conveyed such Asset to Treaty (with appropriate adjustments for proceeds from the Asset following the Effective Time net of Property Expenses relating thereto), and the Company shall pay the Party conveying the affected Asset purchase price being the Allocated Value thereof pursuant for the affected Asset) and retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Treaty shall prepare, execute and deliver an appropriate form of conveyance of such Asset to the terms exercising party, and HighGround agrees to hold harmless and indemnify Treaty from any and all Losses, liabilities and obligations associated with such conveyed Asset, including, without limitation, any deficiency in the amount paid by such third party below the Allocated Value, if any, of the Asset. (c) Remedies. The remedies set forth in this AgreementSection 3.4 are the exclusive remedies for the preferential purchase rights and Required Consents as listed on Schedule 3.4.
Appears in 1 contract
Preferential Purchase Rights. All preferential rights right to purchase that are necessary for Laramie or Delta, as applicable, to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(1)6.16. Upon execution of this Agreement, with respect to Laramie, and Schedule 4.4(b)(2), with respect to Delta. Prior but in any event prior to Closing, Laramie or Delta, as applicable, Seller shall use reasonable efforts to give the necessary notices required in connection with such any preferential purchase rights, together with any other . If prior to Closing Buyer discovers a preferential rights right to purchase discovered by the other Party then Seller shall use reasonable good faith efforts to give notices required in connection with preferential purchase rights prior to Closing. If any preferential right to purchase any portion of the Assets is exercised prior to the Closing Date, then that portion of the Assets affected by such preferential purchase right shall be excluded from the Assets, Assets and the Laramie Payment or the Delta Payment, as applicable, Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and a Seller has not received notice of an intent not to exercise or a waiver of the preferential purchase right has not been received, or (ii) a third party exercises its preferential right to purchase, but the time frame for the consummation of such right has not expired prior to the Closingright, then Laramie or Delta, as applicable, Seller shall retain the affected Assets and the Laramie Payment or the Delta Payment, as applicable, Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. As to any Assets retained by Laramie or Delta Seller hereunder, following Closing but prior to the Final Settlement Date, if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expires expired without exercise after the Closing, the owner of the affected Asset Seller shall promptly convey the affected Asset to the Company Buyer effective as of the Effective Time (with appropriate adjustments for Time, and Buyer shall pay the Allocated Value thereof, less any proceeds from the Affected Asset following attributable to the period of time after the Effective Time received and retained by Seller (net of any Property Expenses relating theretopaid by Seller attributable to such period), and the Company shall pay the Party conveying the affected Asset the Allocated Value thereof pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Empire Petroleum Corp)
Preferential Purchase Rights. All (a) With respect to each preferential rights to purchase that are necessary for Laramie or Delta, as applicable, to execute, deliver and perform its obligations under this Agreement are right set forth on Schedule 4.4(b)(17.20(a) (the “Preferential Purchase Rights”), within ten (10) Business Days after the Effective Date, Seller shall send to the holder of each such Preferential Purchase Right a notice in compliance with respect the contractual provisions applicable to Laramiesuch Preferential Purchase Right requesting a waiver of such right. If, and Schedule 4.4(b)(2), with respect to Delta. Prior prior to Closing, Laramie or Delta, as applicable, shall use reasonable efforts to give any holder of a Preferential Purchase Right has consummated the notices required in connection with such preferential purchase rights, together with any other preferential rights to purchase discovered by acquisition of the other Party prior to Closing. If any preferential right to purchase any portion of the Purchased Assets is exercised prior to the Closing Datewhich its Preferential Purchase Right applies, then that the portion of the Purchased Assets affected by subject to such preferential purchase right Preferential Purchase Right shall be excluded from the Assets, Purchased Assets to be assigned to Buyers at Closing (and the Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and a notice of an intent not to exercise or a waiver of the preferential purchase right has not been received, or (ii) a third party exercises its preferential right to purchase, but the time frame for the consummation of such right has not expired prior to the Closing, then Laramie or Delta, as applicable, shall retain the affected considered Excluded Assets and the Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. As to any Assets retained by Laramie or Delta hereunder, following Closing but prior to the Final Settlement Date, if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expires without exercise after the Closing, the owner of the affected Asset shall promptly convey the affected Asset to the Company effective as of the Effective Time (with appropriate adjustments for proceeds from the Asset following the Effective Time net of Property Expenses relating thereto), and the Company Base Purchase Price shall pay be reduced on a dollar-for-dollar basis by the Party conveying figure corresponding to such Purchased Assets as set forth on Schedule 7.20(a). For the affected avoidance of doubt, Seller shall be entitled to retain or distribute all consideration paid to Seller or its Affiliates by any holder of a Preferential Purchase Right that consummates the acquisition of any portion of the Purchased Assets subject to any Preferential Purchase Right prior to or on the Closing Date.
(b) If, as of Closing: (i) any holder of a Preferential Purchase Right has waived such Preferential Purchase Right; (ii) the period to exercise such Preferential Purchase Right has expired without exercise or waiver thereof; or (iii) the holder of any Preferential Purchase Right to purchase any Purchased Asset validly exercises such Preferential Purchase Right prior to Closing but refuses or fails to consummate the Allocated Value thereof pursuant purchase of such Purchased Asset prior to Closing, then, in each case, the Purchased Assets subject to such Preferential Purchase Right shall nevertheless be included in the Purchased Assets to be assigned to Buyers at Closing, and (A) Buyers shall be deemed to have assumed any and all Liabilities with respect to such Preferential Purchase Right as part of the Assumed Obligations hereunder, including the obligation to comply with the terms of this Agreementsuch Preferential Purchase Right and (B) Buyers shall have no claim against, and hereby release and indemnify the Seller Indemnified Parties from, any Liability with respect to such Preferential Purchase Right.
Appears in 1 contract
Samples: Asset Purchase Agreement (Centerpoint Energy Resources Corp)
Preferential Purchase Rights. All preferential rights to purchase that are necessary for Laramie or Delta, as applicable, to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(1), with respect to Laramie, and Schedule 4.4(b)(2), with respect to Delta. Prior to Closing, Laramie or Delta, as applicable, shall use reasonable efforts to give the notices required in connection with such preferential purchase rights, together with any other preferential rights to purchase discovered by the other Party prior to Closing. If any preferential right to purchase any portion of the Assets is exercised prior to the Closing Date, or if the time allowed for the exercise of such preferential purchase right has not expired and Emerald has not received notice of an intent not to exercise, or waiver of, the preferential purchase right, then that portion of the Assets affected by such preferential purchase right shall be excluded from the Assets, Purchased Assets at Closing and the Laramie Payment or the Delta Payment, as applicable, Emerald Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. .
(a) If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and a notice of an intent not to exercise or a waiver of the preferential purchase right has not been received, or (ii) a third party exercises its preferential right to purchase, but fails to consummate the time frame for the consummation of such right has not expired transaction prior to the Closing, then Laramie or Delta, as applicable, Emerald shall retain the affected Assets at Closing and the Laramie Payment or the Delta Payment, as applicable, Emerald Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. As to any Assets retained by Laramie or Delta hereunder, following Closing but prior to the Final Settlement Date, if .
(b) If a third party exercises its preferential right to purchase is purchase, but does not consummated consummate the transaction within the time frame specified in the preferential purchase right, or if the time frame for exercise of allowed by the preferential purchase right expires without exercise after (provided that the Closingreason therefor is not Emerald's default), the owner of the affected Asset shall promptly Emerald agrees to convey the affected Asset to Kxxx as soon as possible after the Company expiration of the time for consummation of the transaction by the holder of the preferential right, such conveyance to be effective as of the Effective Time Time, and Kxxx agrees to pay Emerald the Value of the affected Asset.
(with appropriate adjustments for proceeds from c) If a preferential purchase right is not discovered prior to Closing, the affected Asset following the Effective Time net of Property Expenses relating thereto)is conveyed to Kxxx at Closing, and the Company shall pay preferential purchase right is exercised after Closing, Kxxx agrees to convey such affected Asset to the Party conveying party exercising such right on the same terms and conditions under which Emerald conveyed such Asset to Kxxx (with the purchase price being the Value of the affected Asset) and retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Kxxx shall prepare, execute and deliver a form of conveyance of such Asset the Allocated Value thereof pursuant to the terms of such exercising party, such conveyance to be in form and substance as provided in this Agreement.
Appears in 1 contract
