Common use of Preferential Purchase Rights Clause in Contracts

Preferential Purchase Rights. a. If any preferential right to purchase any portion of the Assets is exercised prior to the Closing Date, that portion of the Assets affected by such preferential purchase right shall be excluded from the Assets and the relevant Per Seller Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer to give notice. Notwithstanding the foregoing, (i) if the purchase contemplated by the preferential right is not completed in a timely manner and the deadline for such completion occurs prior to Closing, the affected portion of the Assets shall be included in the Transaction and no adjustment to the Per Seller Purchase Price will be made and (ii) if the purchase contemplated by the preferential right is not completed in a timely manner and the deadline for such completion occurs after the Closing but prior to the Final Settlement Date, Seller agrees to promptly convey the excluded portion of the Assets to Buyer effective as of the Effective Time, pursuant to the terms of this Agreement. b. If by Closing, the time frame for the exercise of a preferential purchase right has not expired and the relevant Seller has not received notice of an intent not to exercise or a waiver of the preferential purchase right, that portion of the Assets affected by such preferential purchase right shall be included in the Assets and assigned to Buyer at Closing. If such preferential purchase right is exercised in a timely manner following Closing, then Buyer will convey the affected portion of the Assets to the holder of the right. Buyer agrees to operate and maintain all such Assets as to which a preferential purchase right may be exercised following the Closing in accordance with customary industry practices until the relevant time period for exercise of such right expires.

Preferential Purchase Rights. a. If Seller shall make a good faith effort to identify Preferential Purchase Rights to Buyer and shall promptly give notices to third parties holding any preferential right Preferential Purchase Right. Seller shall use all reasonable efforts, but without obligation to purchase incur any portion of the Assets is exercised unreasonable cost or expense, to obtain waivers of, or to comply with, any such Preferential Purchase Right prior to the Closing Date, that portion of the Assets affected Closing. If a Preferential Purchase Right is properly exercised by such preferential purchase right shall be excluded from the Assets and the relevant Per Seller Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer to give notice. Notwithstanding the foregoing, (i) if the purchase contemplated by the preferential right is not completed in a timely manner and the deadline for such completion occurs third party prior to Closing, the affected portion of the Assets Base Purchase Price shall be included reduced by the amount allocated to each affected Lease Asset in Exhibit G, and Seller shall convey the Transaction and no adjustment affected Lease Assets to the Per Seller holder of such right and be entitled to all amounts paid by such holder. If a holder exercises its Preferential Purchase Price will be made and (ii) if Right but fails to consummate the purchase contemplated by within the preferential right is not completed in a timely manner and the deadline required time frame for such completion occurs right, whether before or after the Closing but prior to the Final Settlement DateClosing, Seller agrees to promptly convey the excluded portion of the affected Lease Assets to Buyer effective as of the Effective Time, pursuant and Buyer agrees to pay Seller the terms of this Agreement. b. allocated amount for the affected Lease Assets as set forth in Exhibit G. If by a Preferential Purchase Right is exercised after Closing, the time frame for the exercise of a preferential purchase right has not expired and the relevant Seller has not received notice of an intent not to exercise or a waiver of the preferential purchase right, that portion of the Assets affected by such preferential purchase right Buyer shall be included in the Assets and assigned to Buyer at Closing. If such preferential purchase right is exercised in a timely manner following Closing, then Buyer will convey the affected portion of the Lease Assets to the holder of the right. Buyer agrees to operate and maintain all such Assets as to which a preferential purchase right may be exercised following the Closing in accordance with customary industry practices until the relevant time period for exercise of such right expireson the same terms and conditions under which Seller conveyed the Subject Assets to Buyer and shall be entitled to all amounts paid by such holder.

Preferential Purchase Rights. a. Seller shall use commercially reasonable 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, that portion of then the Affected Assets affected by such preferential purchase right shall be excluded from the Assets sale and the relevant Per Seller Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer to give noticeAffected Assets. Notwithstanding the foregoing, (i) if the purchase contemplated by the preferential right is not completed in a timely manner and the deadline for such completion occurs prior to Closing, the affected portion of the Assets shall be included in the Transaction and no adjustment to the Per Seller Purchase Price will be made and (ii) if the purchase contemplated by the preferential right is not completed in a timely manner and the deadline for such completion occurs after the Closing but prior to the Final Settlement Date, Seller agrees to promptly convey the excluded portion of the Assets to Buyer effective as of the Effective Time, pursuant to the terms of this Agreement. b. If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and the relevant Seller has not received notice of an intent not to exercise or a waiver of the preferential purchase right, that portion or (ii) a third party exercises its preferential right to purchase, but the time frame for consummation of the Assets affected by such preferential purchase right has not expired prior to the Closing, then Seller shall retain the Affected Assets and the Purchase Price shall be included adjusted downward by an amount equal to the Allocated Value of such Affected Assets. As to any Affected Assets retained by Seller hereunder, following Closing if a preferential right to purchase is not consummated within the time frame specified in the Assets and assigned to Buyer at Closing. If such preferential purchase right, or if the time frame for exercise of the preferential purchase right is exercised in a timely manner following expires without exercise after the Closing, then Buyer will Seller shall promptly convey the affected portion Affected Assets to Buyer, effective as of the Assets Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the holder terms of the right. Buyer agrees to operate and maintain all such Assets as to which a preferential purchase right may be exercised following the Closing in accordance with customary industry practices until the relevant time period for exercise of such right expiresthis Agreement.

Preferential Purchase Rights. a. Seller shall use reasonable best 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 and the relevant Per Seller Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets without the requirement for Buyer to give notice. Notwithstanding the foregoing, (i) if the purchase contemplated by the preferential right is not completed in a timely manner and the deadline for such completion occurs prior to Closing, the affected portion of the Assets shall be included in the Transaction and no adjustment to the Per Seller Purchase Price will be made and (ii) if the purchase contemplated by the preferential right is not completed in a timely manner and the deadline for such completion occurs after the Closing but prior to the Final Settlement Date, Seller agrees to promptly convey the excluded portion of the Assets to Buyer effective as of the Effective Time, pursuant to the terms of this Agreement. b. If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and the relevant Seller has not received notice of an intent not to exercise or a waiver of the preferential purchase right, that portion or (ii) a third party exercises its preferential right to purchase, but fails to consummate the purchase prior to the Closing, then Seller shall retain the affected Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such affected Assets. As to any Assets retained by Seller hereunder, following Closing 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 Assets affected by such preferential purchase right shall be included in expired without exercise after the Assets and assigned to Buyer at Closing. If such preferential purchase right is exercised in a timely manner following Closing, then Buyer will Seller shall promptly convey the affected portion Asset to Buyer effective as of the Assets Effective Time, and Buyer shall pay the Allocated Value thereof pursuant to the holder terms of this Agreement up to and through the right. Buyer agrees Final Settlement Date and in connection with the payments to operate and maintain all such Assets be made with respect to the Final Settlement Statement as to which a preferential purchase right may be exercised following the Closing set forth in accordance with customary industry practices until the relevant time period for exercise of such right expiresSection 13.1, below.

Preferential Purchase Rights. a. If (a) Preferential purchase rights shall not be considered Title Defects hereunder regardless of whether or not they are reflected in the Unocal Disclosure Schedule. As to any and all preferential right purchase rights known to purchase any portion of the Assets is exercised Unocal prior to the Closing Date, that portion affecting Unocal's or its Affiliates' interest in all or part of the Assets, in accordance with the provisions of the agreement which created the rights, Unocal shall send, as soon as practicable after execution of this Agreement, to the owner or owners of such rights a notice offering to sell to such owner or owners, those Assets affected covered by such preferential purchase right shall be excluded from the Assets and the relevant Per Seller Purchase Price shall be adjusted downward by an amount equal to rights for the Allocated Value assigned to the affected Assets. If the owner or owners of the rights exercise such affected Assets without the requirement for Buyer to give notice. Notwithstanding the foregoing, (i) if the purchase contemplated by the preferential right is not completed in a timely manner and the deadline for such completion occurs rights prior to Closing, the affected portion of the Assets shall be included deleted from the transaction, and the Adjusted Cash Purchase Price shall be reduced in an amount equal to the Allocated Value of the deleted Assets; provided, however, that Buyer, at its sole expense, shall have the right to challenge the asserted preferential rights (and shall indemnify, defend, and hold harmless Unocal from claims, damages and liabilities arising therefrom or relating thereto). If the specific Assets affected do not have a separate Allocated Value, the value shall be the Claim Value of the deleted Assets. The Assets which are known by Unocal to be subject to preferential purchase rights are listed on Schedule 3.8. By listing Assets on Schedule 3.8, Unocal does not admit, warrant or represent that any of such Assets are subject to preferential purchase rights which have not been waived or that such listing is an exhaustive list of all preferential purchase rights affecting the Assets. To the extent and in the Transaction and no adjustment to the Per Seller Purchase Price will be made and (ii) if the purchase contemplated by the preferential right is not completed in a timely manner and the deadline for such completion occurs after the Closing but prior to the Final Settlement Daterequired under applicable agreements, Seller agrees to promptly convey the excluded portion of the Assets to Buyer effective as of the Effective Time, pursuant to the terms of this Agreement. b. If by Closing, the time frame for the exercise of a Unocal shall either comply with each preferential purchase right has not expired and the relevant Seller has not received notice of an intent not to exercise listed on Schedule 3.8 or obtain a waiver thereof. Unocal may seek and obtain waivers of the any applicable or purported preferential purchase right, that portion of the Assets affected by such preferential purchase right shall be included in the Assets and assigned to Buyer at Closing. If such preferential purchase right is exercised in a timely commercially reasonable manner following Closing, then Buyer will convey discharging the affected portion obligations required of the Assets to the holder of the right. Buyer agrees to operate and maintain all such Assets as to which a preferential purchase right may be exercised following the Closing in accordance with customary industry practices until the relevant time period for exercise of such right expiresUnocal.