Common use of Preferential Rights to Purchase Clause in Contracts

Preferential Rights to Purchase. (a) Seller shall use diligent efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewith, to comply with all preferential rights to purchase provisions relative to any Asset prior to the Closing, all of which are identified on Schedule 4.06. (b) Prior to the Closing, Seller shall promptly notify Buyer if any of such preferential purchase rights are exercised or if the requisite period has elapsed without such rights having been exercised. (c) If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such Assets, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without the requirement for Buyer to give notice. If any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets shall be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price therefor.

Preferential Rights to Purchase. The following provisions shall apply to any portion of the Assets burdened by preferential rights to purchase: (a) Seller shall use diligent efforts, but without To the extent any obligation to incur anything but reasonable costs and expenses in connection therewith, to comply with all preferential rights to purchase provisions relative are validly exercised to any Asset prior Seller’s and Buyer’s reasonable satisfaction, then the Assets subject to the Closing, all of which are identified on Schedule 4.06. (b) Prior to the Closing, Seller shall promptly notify Buyer if any of such preferential rights to purchase rights are shall not be sold to Buyer and shall be excluded from this Agreement. The Purchase Price shall be adjusted by the Allocated Value of the Assets subject to such exercised or if preferential right to purchase. In the requisite period has elapsed without such rights having been exercised. (c) If a third party who has been offered an interest in event any Asset pursuant to holder of a preferential right to purchase initially elects prior to exercise a particular preferential right, but subsequently refuses or elects not to consummate the purchase under the preferential right and such refusal occurs within sixty (60) days following the Closing to Date, Buyer shall purchase all or part the Assets covered by the preferential rights for their Allocated Value as of such Assets, the Effective Time and the closing of such transaction does occur shall take place on a date mutually acceptable to Seller and Buyer not more than thirty (30) days following Seller’s notification to Buyer of such failure or before refusal by the Closing Dateholder of the preferential right to purchase. (b) If a preferential right to purchase has not been waived or the time for exercise has not expired prior to Closing, then the interest or part thereof so affected will Assets subject to such right shall be excluded from the Assets conveyed at Closing and the Purchase Price shall be reduced by the Allocated Value of such Assets without the requirement for Buyer to give noticeaffected Assets. If any such third party has elected to purchase all the time for exercise expires or a part waiver is obtained by Seller within sixty (60) days following the Closing Date, Buyer shall purchase the affected Assets from Seller for their Allocated Value as of an interest in any Asset subject the Effective Time 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 Seller’s notification to Buyer of such expiration or waiver. (c) If, subsequent to Closing, the parties discover that Seller has failed to offer a preferential right to purchase but has failed to close the transaction by the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets shall be excluded from the Assets and the Purchase Price holder of such right makes a timely and enforceable demand upon Seller or Buyer to offer such right in accordance with the document creating such right, Buyer shall be reduced by either, at Buyer’s election, offer the preferential right to purchase to such holder or reassign such Asset to Seller in exchange for the Allocated Value of for such affected Assets. If Asset, in each case in accordance with the election period passes without the exercise of document creating such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforpurchase.

Preferential Rights to Purchase. (a) Seller shall use diligent efforts, but without any obligation to incur anything but all reasonable costs and expenses in connection therewith, efforts to comply with all preferential rights right to purchase provisions relative to encumbering any Asset prior to the Closing, all of which are identified on Schedule 4.06. (b) . Prior to the Closing, Seller shall promptly notify Buyer of the existence of any preferential purchase rights and if any of such preferential purchase rights are exercised or if the requisite period has elapsed without such said rights having been exercised. (c) . If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such AssetsAsset pursuant to the aforesaid offer, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded eliminated from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without Asset. Otherwise, the requirement interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right to purchase of any third party for which notice has been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to give noticepurchase. If Without limiting the foregoing, if any such third party has elected timely and properly elects to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey said interest to such third party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforinterest.

Preferential Rights to Purchase. (a) Seller shall use diligent reasonable efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewithany additional cost or expense, to comply with all preferential rights right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing, all of which are identified on Schedule 4.06. (b) . Prior to the Closing, Seller shall promptly notify Buyer of the existence of any known PPRs and if any of such preferential purchase rights PPRs are exercised or if the requisite period has elapsed without such said rights having been exercised. (cb) If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part If, as of such Assets, and the closing of such transaction does occur on or before the Closing Date, a Third Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the interest or part thereof so affected Assets covered by that PPR will be excluded from sold to such holder of the Assets PPR subject to the terms and conditions of this Agreement, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price shall will be reduced by the Allocated Value of such Assets. Buyer shall remain obligated to purchase the remainder of the Assets without not affected by an exercised PPR. Upon the requirement for Buyer consummation of the sale of any Assets to give notice. If the holder of such PPR, any such third party has elected Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by PPR after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey that interest to that Third Party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforthat interest.

Preferential Rights to Purchase. (a) After consultation with Buyer, Seller shall use diligent its reasonable efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewith, to comply with all preferential rights right to purchase provisions relative to any Asset prior to the Closing, all including those rights of which are preferential purchase identified on Schedule 4.06. (b) Prior to the Closing, Seller shall promptly notify Buyer if any of such preferential purchase rights are exercised or if the requisite period has elapsed without such rights having been exercised. (c) If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such AssetsAsset, and the closing of such transaction does occur occurs on or before the Closing Date, then the interest Asset or part thereof so affected will be excluded eliminated from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without the requirement for Buyer to give noticeAsset. If any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase purchase, but has failed to close the transaction by the Closing Date, then all of the Assets will be conveyed to Buyer at Closing, without adjustment to the Purchase Price, and on the Closing Date, Buyer shall, as an Assumed Obligation, assume all duties, obligations, and liabilities, of any kind or nature, arising from, out of, or in connection with, any enforceable preferential right to purchase that is outstanding, and, if exercised, Buyer shall receive the election period has not run payment therefor and no election has been made, then shall assign the affected portion of the Assets shall be excluded from to the Assets and the Purchase Price shall be reduced by the Allocated Value holder of such affected Assetsexercised preferential right to purchase. If In addition, in the election period passes without the exercise of such event an interest is offered by Seller pursuant to a preferential right to purchase or if any election previously exercised is rescinded in writing for which notice has been given but the time period for response by the party previously electing to purchase this affected Assetholder of such right extends beyond Closing, all such Assets will interest shall be conveyed to Buyer and Buyer shall pay at the portion of Closing, without reduction to the Purchase Price thereforPrice, and shall be subject to such preferential right of purchase.

Preferential Rights to Purchase. (a) Seller shall use diligent reasonable efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewithany additional cost or expense, to comply with all preferential rights right to purchase provisions relative to any Asset (“PPRs”) prior to the Closing, all of which are identified on Schedule 4.06. (b) . Prior to the Closing, Seller shall promptly notify Buyer of the existence of any known PPRs and if any of such preferential purchase rights PPRs are exercised or if the requisite period has elapsed without such said rights having been exercised. (cb) If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part If, as of such Assets, and the closing of such transaction does occur on or before the Closing Date, a Third Party holder of a PPR has timely and properly notified Seller that it elects to exercise its PPR with respect to the Assets to which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then the interest or part thereof so affected Assets covered by that PPR will be excluded from sold to such holder of the Assets PPR subject to the terms and conditions of this Agreement, and will not be sold to the Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article), and the Unadjusted Purchase Price shall will be reduced by the Allocated Value of such Assets. Buyer shall remain obligated to purchase the remainder of the Assets without not affected by an exercised PPR. Upon the requirement for Buyer consummation of the sale of any Assets to give notice. If the holder of such PPR, any such third party has elected Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) After the Closing, if for any reason the purchase and sale of the Assets covered by a PPR exercised prior to Closing under (b) above is not or cannot be consummated with the holder of the PPR that exercised its PPR, Seller may so notify Buyer and within ten (10) Business Days after Buyer's receipt of such notice, Seller shall sell, assign and convey to Buyer and Buyer shall purchase and accept from Seller such Assets pursuant to the terms of this Agreement and for the Allocated Value of such Assets (except the Closing Date with respect to such Assets will be the date of assignment of such Assets from Seller to Buyer). (d) Any interest in the Assets covered by any unexercised PPRs (whether due to the PPR notice period or otherwise) shall be conveyed to Buyer at the Closing subject to any PPRs, and Buyer shall assume all duties, obligations and liabilities arising from the PPR. Without limiting the foregoing, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by PPR after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey that interest to that Third Party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforthat interest.

Preferential Rights to Purchase. (a) After consultation with Buyer, Seller shall use diligent its reasonable efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewith, to comply with all preferential rights right to purchase provisions relative to any Asset prior to the Closing, all including those rights of which are preferential purchase identified on Schedule 4.06. (b) Prior to the Closing, Seller shall promptly notify Buyer if any of such preferential purchase rights are exercised or if the requisite period has elapsed without such rights having been exercised. (c) If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such Assets, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded eliminated from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without the requirement for Buyer to give noticeAssets. If any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase purchase, but has failed to close the transaction by the Closing Date, then all of the Assets will be conveyed to Buyer at Closing, without adjustment to the Purchase Price, and on the Closing Date Buyer shall, as an Assumed Obligation, assume all duties, obligations and liabilities, of any kind or nature, arising from, out of, or in connection with, any enforceable preferential right to purchase that is outstanding, and, if exercised, Buyer shall receive the election period has not run payment therefor and no election has been made, then shall assign the affected portion of the Assets shall be excluded from to the Assets and the Purchase Price shall be reduced by the Allocated Value holder of such affected Assetsexercised preferential right to purchase. If In addition, in the election period passes without the exercise of such event an interest is offered by Seller pursuant to a preferential right to purchase or if any election previously exercised is rescinded in writing for which notice has been given but the time period for response by the party previously electing to purchase this affected Assetholder of such right extends beyond Closing, all such Assets will interest shall be conveyed to Buyer and Buyer shall pay at the portion of Closing, without reduction to the Purchase Price thereforPrice, and shall be subject to such preferential right of purchase.

Preferential Rights to Purchase. (a) Seller Sellers shall use diligent efforts, but without any obligation to incur anything but all reasonable costs and expenses in connection therewith, efforts to comply with all preferential rights right to purchase provisions relative to encumbering any Asset prior to the Closing, all of which are identified on Schedule 4.06. (b) if any. Prior to the Closing, Seller Sellers shall promptly notify Buyer of the existence of any unrecorded preferential purchase rights and if any of such preferential purchase rights are exercised or if the requisite period has elapsed without such said rights having been exercised. (c) . If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such AssetsAsset pursuant to the aforesaid offer, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded eliminated from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without Asset. Otherwise, the requirement interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right to purchase of any third party for which notice has been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to give noticepurchase. If Without limiting the foregoing, if any such third party has elected timely and properly elects to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey said interest to such third party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforinterest.

Preferential Rights to Purchase. (a) Seller shall use diligent efforts, but without any obligation transmit all required notices with respect to incur anything but reasonable costs and expenses in connection therewith, to comply with all preferential rights right to purchase provisions relative to any Asset prior (“PPRs”) promptly after the execution of this Agreement but in no event later than four (4) Business Days after execution of this Agreement by the Parties. Seller shall use its reasonable efforts in good faith to the Closing, obtain waivers of all of which are identified on Schedule 4.06. (b) PPRs. Prior to the Closing, Seller shall promptly notify Buyer if any of such preferential purchase rights PPRs are exercised or if the requisite period has elapsed without such said rights having been exercised. (cb) If a third party who has been offered an interest in any Asset pursuant Person from whom a waiver of a PPR is requested refuses to a preferential right to purchase elects prior to the Closing to purchase all or part of give such Assets, and the closing of such transaction does occur on or before the Closing Datewaiver, then the interest or part thereof so affected Assets covered by that PPR may be sold to such holder of the PPR subject to the terms and conditions of this Agreement, and will not be excluded from sold to the Assets Party originally executing this Agreement as “Buyer” (subject to the remaining provisions in this Article) and the Unadjusted Purchase Price shall will be reduced by the Allocated Value of such Assets. Upon the consummation of the sale of any Assets without to the requirement holder of such PPR, any such Assets shall be deemed for all purposes to constitute “Excluded Assets”. (c) Except as expressly waived in writing by Buyer, if by Closing, (i) the time frame for the exercise of a PPR applicable to an Asset has not expired and Seller has not received notice of an intent not to exercise or a waiver of the PPR or (ii) a Third Party exercises its PPR, but fails to consummate the purchase of the applicable Asset prior to the Closing, Buyer shall have the option to give noticeexclude from the sale under this Agreement any such Assets. If Buyer elects to so exclude such Assets, then the Unadjusted Purchase Price will be reduced by the Allocated Value of such excluded Assets. With respect to any such third party has elected Asset that Buyer does not elect to so exclude, if any Third Party elects to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by the Closing Datesuch Asset, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey that interest to that Third Party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforthat interest.

Preferential Rights to Purchase. (a) Seller shall use diligent efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewith, to comply with all preferential rights to purchase provisions relative to any Asset prior to the Closing, all of which are identified on Schedule 4.06. (b) Prior to the Closing, Sellers shall use commercially reasonable efforts to comply with all Preferential Rights relative to the sale of any of the Assets (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Preferential Rights, except to the extent Buyer has agreed in writing to provide or reimburse such consideration, incur or reimburse such expense or undertake such obligations upon the occurrence of Closing), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Preferential Rights. In accordance with this Agreement and the applicable Contracts, promptly after the Execution Date, Sellers shall deliver written notices of the proposed transfer of any Asset subject to the Preferential Rights to the holders of such Preferential Rights. The Seller Representative shall promptly notify Buyer if any of such preferential purchase rights are Preferential Right is exercised or if the requisite period has elapsed without such rights said right having been exercised. (c) . If a third party Third Party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects Preferential Right timely elects, prior to the Closing Closing, to purchase all or part such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such Assetselection prior to Closing, and the closing of such transaction does occur on or before the Closing Date, then the interest Asset or part thereof so affected will be excluded eliminated from the Assets and Assets, the Purchase Price shall will be reduced proportionately by the Allocated Value of such attributable thereto and the Parties shall proceed to the Closing. Otherwise the Assets without shall be conveyed to Buyer at Closing subject to any Preferential Right applicable to the requirement for Buyer to give noticetransactions that has not been waived. If any such third party has elected a Third Party elects to purchase all or a part of an interest in any Asset subject pursuant to a preferential right Preferential Right applicable to purchase but has failed to close the transaction by transactions after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey such Asset to such Third Party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price therefor.

Preferential Rights to Purchase. (a) Seller shall use diligent efforts, but without any obligation to incur anything but its commercially reasonable costs and expenses in connection therewith, efforts to comply before Closing with all preferential rights to purchase provisions relative to any Asset prior with respect to the Closingtransactions contemplated hereunder. Before sending any notice to any holder of any preferential purchase rights, all Seller shall consult with Purchaser on the form of which are identified on Schedule 4.06. (b) such notice. Prior to the Closing, Seller shall promptly notify Buyer Purchaser if any of such preferential purchase rights are exercised or waived, or if the requisite period has elapsed without such said rights having been exercised. (cb) If a third party Third Party, who has been offered the right to an interest in any Asset pursuant to a preferential right to purchase purchase, timely elects prior to the Closing to purchase all or part of such Assets, and the closing of Assets pursuant to such transaction does occur on or before the Closing Dateoffer, then subject to Section 3.05(d), the interest Asset or the part thereof so affected will be excluded removed from the Assets Assets, shall become an Excluded Asset, and the Purchase Price shall be reduced by the Allocated Value of such Assets without Asset. Simultaneously with the requirement for Buyer Closing or as soon thereafter as is reasonably possible, Seller shall transfer such additional Excluded Asset to give noticethe Third Party exercising such preferential right to purchase pursuant to the terms of the agreement creating such preferential right. If The proceeds of any such third party has elected to purchase all or sale shall be the property of Seller. (c) In the event that a part of an interest in any Asset subject to notice for a preferential right to purchase but is not given prior to Closing or in the event the time period to exercise a preferential right to purchase which has failed to close the transaction by the Closing Date, or if the election period been noticed has not run expired by Closing and no election the Third Party holder of the preferential right to purchase has been madenot exercised or waived its right at or before the Closing, then subject to Section 3.05(d), the affected portion of the Assets Asset shall be excluded from the Assets sale hereunder and deemed an Excluded Asset (with the Purchase Price shall be reduced by the Allocated Value of such affected Assets. If Asset). (d) Notwithstanding Sections 3.05(b) and (c), if within ninety (90) days after the election period passes without the exercise Closing, a Third Party holder of such a preferential right to purchase has not exercised its preferential right to acquire such Asset and the time period for such Third Party to exercise its preferential right to purchase has expired, or if within such period any election previously exercised is rescinded in writing by the party previously electing such holder of a preferential right to purchase has exercised its preferential right to acquire such Asset but has failed or refused to pay for and acquire such Asset from Seller, and in either such event the preferential right holder has not asserted a dispute with respect to same, then subject to the other provisions of this affected Agreement, such Asset will no longer be deemed an Excluded Asset and instead will be promptly sold by Seller to Purchaser hereunder for the Allocated Value of such Asset, all such Assets will be conveyed subject to Buyer and Buyer shall pay the portion of the any Purchase Price thereforadjustments allowed by this Agreement.

Preferential Rights to Purchase. (a) Buyer’s good faith allocation of values as set forth in Exhibit C shall be used to prepare an allocation of the Purchase Price to Assets that are subject to preferential purchase rights and shall be set forth in Schedule 3.07. Seller shall use diligent efforts, but without any obligation to incur anything but its reasonable costs and expenses in connection therewith, efforts to comply with all preferential rights to right purchase provisions relative to any Asset prior to the Closing, all of which are identified on Schedule 4.06. (b) Prior If, prior to the Closing, Seller shall promptly notify Buyer if any a holder of a preferential purchase right exercises its rights with respect to an Asset to which its preferential purchase right applies (as determined in accordance with the agreement in which the preferential purchase right arises) and consummates the purchase, then the Asset covered by such preferential purchase rights are exercised or if the requisite period has elapsed without such rights having been exercised. (c) If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such Assets, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will shall be excluded from the Assets to be conveyed to Buyer, and the Purchase Price shall be reduced by the Allocated Value of such Assets without Asset. (c) If by Closing, either (a) the requirement time frame for Buyer the exercise of a preferential purchase right has not expired and Seller has not received notice of an intent not to give notice. If any such third party has elected to purchase all exercise or a part waiver of an interest in any Asset subject to the preferential purchase right, or (b) a holder of a preferential purchase right exercises its right but fails to consummate the purchase but has failed prior to close the transaction by the Closing Date, or if the election period has not run and no election has been madeClosing, then the affected portion of Seller shall retain the Assets shall be excluded from the Assets conveyed by such preferential purchase rights and the Purchase Price shall be reduced adjusted downward by an amount equal to the Allocated Value of such affected Assets. If As to any Assets retained by Seller hereunder, following Closing, if a preferential purchase right is not consummated within the election period passes without time frame specified in the preferential purchase right, or if the time frame for exercise of such the preferential purchase right expires without exercise after the Closing, then, subject to purchase or if any election previously exercised is rescinded the same terms and conditions set forth in writing by this Agreement, Seller shall promptly convey the party previously electing to purchase this affected Asset, all such Assets will be conveyed applicable Asset to Buyer effective as of the Effective Time, and Buyer shall pay the portion Allocated Value thereof pursuant to the terms of this Agreement up to and through the Final Settlement Date and in connection with the payments to be made with respect to the Final Statement as set forth in Section 12.02(b). (d) Seller shall use reasonable efforts to send out the applicable preferential right to purchase notices within five Business Days after the date this Agreement is executed. Buyer acknowledges and agrees that Seller shall determine (in its good faith judgment) the extent of the Purchase Price thereforpreferential purchase rights encumbering the Assets, and said determination shall be used by Seller to provide the preferential purchase right notifications.

Preferential Rights to Purchase. (a) Seller Sellers shall use diligent efforts, but without any obligation to incur anything but their reasonable costs and expenses in connection therewith, efforts to comply with all preferential rights right to purchase provisions relative to any Asset Property prior to Closing, using the Allocated Value of the affected Property. (b) At least two Business Days prior to the Closing, all of which are identified on Schedule 4.06. (b) Prior to the Closing, Seller Sellers shall promptly notify Buyer if of whether any of such preferential purchase rights are have been exercised or if the requisite period has elapsed without such said rights having been exercised. (c) If a third party who has been offered an interest in any Asset Property pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such AssetsProperty pursuant to the aforesaid offer, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded eliminated from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without interest or part thereof. (d) If the requirement requisite time period has elapsed and no notice has been received from any holder of a preferential purchase right, the applicable Property shall be conveyed to Buyer at Closing in accordance with the terms hereof. (e) With respect to any Property for which notice has been given but the time period for response by the holder of such preferential right extends beyond Closing, the interest offered as aforesaid shall be conveyed to Buyer at Closing subject to give noticeany preferential right of any third party. If any such third party has elected elects to purchase all or a part of an interest in any Asset Property subject to a preferential right to purchase but has failed to close the transaction by after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey said interest to such third party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase interest or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforpart thereof.

Preferential Rights to Purchase. (a) Seller Sellers shall use diligent efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewith, best efforts to comply with all preferential rights right to purchase provisions relative to encumbering any Asset prior to the Closing, all of which are identified on Schedule 4.06. (b) . Prior to the Closing, Seller Sellers shall promptly notify Buyer of the existence of any preferential purchase rights and if any of such preferential purchase rights are exercised or if the requisite period has elapsed without such said rights having been exercised. (c) . If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such AssetsAsset pursuant to the aforesaid offer, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded eliminated from the Assets and the Purchase Price Cash Consideration shall be reduced by the Allocated Value of such Assets without Asset. Otherwise, the requirement interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right to purchase of any third party for which notice has been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to give noticepurchase. If Without limiting the foregoing, if any such third party has elected timely and properly elects to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey said interest to such third party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforinterest.

Preferential Rights to Purchase. (a) Seller shall use diligent its reasonable commercial efforts, but without any obligation to incur anything but reasonable costs and expenses any cost or expense in connection therewith, to comply with all preferential rights right to purchase provisions or similar rights relative to the sale of any Asset of the Assets prior to the ClosingClosing set forth in Schedule 5.01(r) (the “Subject Preferential Rights”) but shall have no such obligation with respect to those agreements described in Schedule 4.07, all if applicable. Seller shall deliver (by mail) notice of which are identified on Schedule 4.06. (b) Prior the transfer of any Asset subject to such Subject Preferential Rights in accordance with the applicable Contracts to the Closing, holders of such Subject Preferential Rights on or before the 5th business day following the date upon which Buyer delivers to Seller the revised Exhibit C pursuant to Section 3.02. Seller shall promptly notify Buyer if any of such preferential purchase rights are Subject Preferential Right is exercised or if the requisite period has elapsed without such rights said right having been exercised. (c) . If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase Subject Preferential Right elects prior to the Closing to purchase all or part of such AssetsAsset pursuant to the aforesaid offer, and the closing of such transaction does occur on or before the Closing Date, then the interest Asset or part thereof so affected will be excluded eliminated from the Assets and Assets, the Purchase Price shall will be reduced by the Allocated Value of such attributable thereto and the Parties shall proceed to the Closing. Otherwise the Assets without shall be conveyed to Buyer at Closing subject to any preferential right to purchase or similar right applicable to the requirement for Buyer to give noticetransactions that has not been waived. If any such a third party has elected elects to purchase all or a part of an interest in any Asset subject pursuant to a preferential right to purchase but has failed or similar right applicable to close the transaction by transactions after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey said interest to such third party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforinterest.

Preferential Rights to Purchase. (a) Prior to the Closing, Seller shall use diligent efforts, but without any obligation to incur anything but commercially reasonable costs and expenses in connection therewith, efforts to comply with all preferential rights to purchase provisions or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(v) (the “Subject Preferential Rights”) (provided that Seller shall not be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. In accordance with this Agreement and the applicable Contracts, Xxxxxx shall deliver written notices of the proposed transfer of any Asset prior subject to the Closing, all of which are identified on Schedule 4.06. (b) Prior Subject Preferential Rights to the Closing, holders of such Subject Preferential Rights. Seller shall promptly notify Buyer if any of such preferential purchase rights are Subject Preferential Right is exercised or if the requisite period has elapsed without such rights said right having been exercised. (c) . If a third party Third Party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects Subject Preferential Right timely elects, prior to the Closing Closing, to purchase all or part such Asset pursuant to the aforesaid offer, and Seller receives written notice of such Assetselection prior to Closing, and the closing of such transaction does occur on or before the Closing Date, then the interest Asset or part thereof so affected will be excluded eliminated from the Assets and Assets, the Purchase Price shall will be reduced proportionately by the Allocated Value of such attributable thereto and the Parties shall proceed to the Closing. Otherwise the Assets without shall be conveyed to Buyer at Closing subject to any preferential right to purchase or similar right applicable to the requirement for Buyer to give noticetransactions that has not been waived. If any such third party has elected a Third Party elects to purchase all or a part of an interest in any Asset subject pursuant to a preferential right to purchase but has failed or similar right applicable to close the transaction by transactions after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey such Asset to such Third Party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price therefor.

Preferential Rights to Purchase. (a) Seller The assignment of the Assets at the Closing shall use diligent efforts, but without any obligation be subject to incur anything but reasonable costs and expenses in connection therewith, to comply with all preferential rights to purchase provisions relative to any Asset prior to the Closing, all of which are identified on Schedule 4.06. (b) rights. Prior to the Closing, Seller shall promptly notify Buyer if any of such use commercially reasonably efforts to comply with the preferential purchase rights are exercised or if identified on Schedule 5.22 and Buyer shall provide to Seller within 10 days after the requisite period has elapsed without such execution of this Agreement, the value attributable to the Assets affected by the preferential purchase rights having been exercised. (c) identified on Schedule 5.22. If a third party who has been offered an interest in any Asset pursuant to a preferential purchase right to purchase identified on Schedule 5.22 elects prior to the Closing to purchase all or part of such AssetsAsset pursuant to the aforesaid offer, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded eliminated from the Assets and will be deemed an Excluded Asset hereunder, and the Purchase Price shall be reduced by the Allocated Value value provided by Buyer in accordance with the preceding sentence. Otherwise, the interest offered as aforesaid shall be assigned to Buyer at Closing subject to such preferential purchase rights for which notice has been given in accordance with the foregoing but the time period for response by the holder of such Assets preferential purchase right extends beyond Closing. After the Closing, Buyer shall comply with all preferential purchase right provisions relating to any Asset, including (without limitation) the requirement for preferential purchase rights identified on Schedule 5.22. Buyer to give noticeshall indemnify Sellers against any and all Losses arising out of or in connection with any claims asserted by the holder of a preferential purchase right arising out of the transactions contemplated by this Agreement. If any such third party has elected elects to purchase all or a part of an interest in any Asset subject to a preferential purchase right to purchase but has failed to close the transaction by after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded obligated to assign said interest to such third party and shall be entitled to the consideration from the Assets and the Purchase Price shall be reduced by the Allocated Value sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase interest or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforpart thereof.

Preferential Rights to Purchase. (a) Seller shall use diligent its reasonable efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewithany material cost or expense, to comply with all preferential rights right to purchase provisions relative to any Asset prior to the Closing, all of which are identified on Schedule 4.06. (b) . Prior to the Closing, Seller shall promptly notify Buyer Purchaser if any of such preferential purchase rights are exercised exercised, waived or if the requisite period has elapsed without such said rights having been exercised. (c) . If a third party Third Party, who has been offered the right to an interest in any Asset pursuant to a preferential right to purchase purchase, timely elects prior to the Closing to purchase all or part of such Assets, and the closing of Assets pursuant to such transaction does occur on or before the Closing Dateoffer, then the interest Asset or the part thereof so affected will be excluded eliminated from the Assets Assets, shall become an Excluded Asset, and the Purchase Price shall be reduced by the Allocated Value of such Assets without the requirement for Buyer to give notice. If any such third party has elected to purchase all Asset or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by the Closing Date, or if the election period has not run and no election has been made, then the affected portion of thereof, as applicable. Simultaneously with the Assets Closing, Seller shall be excluded from cause the Assets and Company to transfer such additional Excluded Asset to the Purchase Price shall be reduced by the Allocated Value of such affected Assets. If the election period passes without the exercise of Third Party exercising such preferential right to purchase or if pursuant to the terms of the agreement creating such preferential right. The proceeds of any election previously exercised is rescinded in writing such sale shall be owned by the party previously electing Seller. Purchaser acknowledges and agrees that Seller shall determine (in its good faith judgment) the extent of the preferential purchase rights encumbering the Assets, and said determination shall be used by Seller to provide the preferential purchase right notifications. In the event that the time period to exercise a preferential right which has been noticed has not expired by Closing and the Third Party holder of the preferential right has not exercised or waived its right within such period, the affected Asset shall be included in the sale and the Purchaser shall take the affected Asset subject to such preferential right to purchase this affected Asset, all such Assets will be conveyed without adjustment to Buyer and Buyer shall pay the portion of the Purchase Price thereforPrice.

Preferential Rights to Purchase. (a) Seller shall use diligent efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewith, to comply with all preferential rights to purchase provisions relative to any Asset prior to the Closing, all of which are identified on Schedule 4.06. (b) Prior to the Closing, Seller shall promptly notify Buyer Prima if any of such preferential purchase rights are exercised or if the requisite period has elapsed without such rights having been exercised. (c) If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such Assets, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without the requirement for Buyer Prima to give notice. If any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets shall be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer Buyers and Buyer Prima shall pay the portion of the Purchase Price therefor.

Preferential Rights to Purchase. (a) Seller shall use diligent all reasonable efforts, but without any obligation to incur anything but reasonable costs and expenses any cost or expense in connection therewiththerewith (other than de minimis amounts), to comply with all preferential rights right to purchase provisions relative to any Asset prior to the Closing, all of which are identified on Schedule 4.06. (b) . Prior to the Closing, Seller shall promptly notify Buyer of the existence of any preferential purchase rights and if any of such preferential purchase rights are exercised or if the requisite period has elapsed without such said rights having been exercised. (c) . If a third party Third Party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such AssetsAsset pursuant to the aforesaid offer, and the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded eliminated from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without Asset as paid by such Third Party. Otherwise, the requirement interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right to purchase of any Third Party for which notice has been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to give noticepurchase. If Without limiting the foregoing, if any such third party has elected Third Party elects to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey said interest to such Third Party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase interest or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price thereforpart thereof.

Preferential Rights to Purchase. (a) Prior to the Closing, Seller shall use diligent efforts, but without any obligation to incur anything but commercially reasonable costs and expenses in connection therewith, efforts to comply with all preferential rights to purchase provisions or similar rights relative to the sale of any of the Assets as set forth in Schedule 6.01(v) (the “Subject Preferential Rights”) (provided that Seller shall not be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Subject Preferential Rights), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Subject Preferential Rights. In accordance with this Agreement and the applicable Contracts, Seller shall deliver written notices of the proposed transfer of any Asset prior subject to the Closing, all of which are identified on Schedule 4.06. (b) Prior Subject Preferential Rights to the Closing, holders of such Subject Preferential Rights. Seller shall promptly notify Buyer if any of such preferential purchase rights are Subject Preferential Right is exercised or if the requisite period has elapsed without such rights said right having been exercised. (c) . If a third party Third Party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects Subject Preferential Right timely elects, prior to the Closing Closing, to purchase all or part such Asset pursuant to the aforesaid offer, and Seller receives written notice of such Assetselection prior to Closing, and the closing of such transaction does occur on or before the Closing Date, then the interest Asset or part thereof so affected will be excluded eliminated from the Assets and Assets, the Purchase Price shall will be reduced proportionately by the Allocated Value of such attributable thereto and the Parties shall proceed to the Closing. Otherwise the Assets without shall be conveyed to Buyer at Closing subject to any preferential right to purchase or similar right applicable to the requirement for Buyer to give noticetransactions that has not been waived. If any such third party has elected a Third Party elects to purchase all or a part of an interest in any Asset subject pursuant to a preferential right to purchase but has failed or similar right applicable to close the transaction by transactions after the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets Buyer shall be excluded from the Assets obligated to convey such Asset to such Third Party and the Purchase Price shall be reduced by entitled to the Allocated Value consideration for the sale of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price therefor.

Preferential Rights to Purchase. (a) Seller If in Sellers' reasonable judgment the transactions contemplated by this Agreement trigger a preferential purchase right held by a Third Party, Sellers shall use diligent efforts, but without any obligation cause the LP (i) to incur anything but reasonable costs provide such notice to the Third Party as may be required after consultation with Buyer with respect to such preferential purchase right and expenses in connection therewith, (ii) to comply in all other respects with all the agreement in which the preferential purchase right arises. If, prior to Closing, such preferential purchase rightsholder notifies Sellers that it elects to exercise its rights with respect to an Asset to which its preferential purchase right applies (in accordance with and determined by the agreement in which the preferential purchase right arises), Sellers shall cause the LP to transfer such Asset to the holder of the preferential purchase right, and the LP shall retain the consideration therefor. If the time for exercise of the preferential right to purchase provisions relative to any Asset has not expired prior to the Closing, all the Asset will continue to comprise part of which are identified on Schedule 4.06the Assets of the LP at Closing; provided, however, if the holder of the preferential purchase right subsequently exercises its preferential right to purchase, Buyer shall cause the LP to transfer the Asset subject to the preferential purchase right to such rightsholder and the LP shall be entitled to the consideration therefor. (b) Prior The Parties acknowledge that the sale of the Interests pursuant to the Closing, Seller shall promptly notify Buyer if any of such this Agreement may trigger a preferential purchase rights are exercised or if the requisite period has elapsed without such rights having been exercised. (c) If a third party who has been offered an interest in any Asset pursuant to a preferential right to that certain oil and gas estate (the "Estate") covered by that certain Unit Operating Agreement (as amended, the "Unit Operating Agreement"), in favor of Fasken Land and Minerals, Ltd. and certain other Persons (the "Pref Rights Holders") covering the Midland Farms Unit. Sellers will cause the LP to comply with the preferential purchase elects prior to right procedures required by the Closing to purchase all or part of such Assets, Unit Operating Agreement; and the closing Parties agree that the allocation of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without the requirement for Buyer to give notice. If any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets shall be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such affected Assets. If the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the that portion of the Purchase Price thereforattributable to the Pref Rights Holders' interest in the Estate is Sixty-Three Million Dollars ($63,000,000).

Preferential Rights to Purchase. (ai) Within three (3) business days following the Execution Date, Seller shall deliver notice to the holders of the preferential rights to purchase identified on Schedule 5.24, in accordance with the applicable agreements and contracts creating such preferential rights to purchase. Seller shall use diligent efforts, but without any obligation to incur anything but reasonable costs and expenses in connection therewith, to comply with all preferential rights to purchase provisions relative to any Asset prior to the Closing, all of which are identified on Schedule 4.065.24. (bii) Prior to the Closing, Seller shall promptly notify Buyer if any of such preferential purchase rights are exercised or if the requisite period has elapsed without such rights having been exercised. (ciii) If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such Assets, and the closing of such transaction does occur occurs on or before the Closing Date, then the interest or part thereof so affected will be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without the requirement for Buyer to give notice. If any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase purchase, but has failed to close the transaction by the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets shall be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such affected Assets. If on or before January 16, 2018, the election period passes without the exercise of such preferential right to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this the affected Asset, all such Assets will be conveyed to Buyer and Buyer shall pay the portion of the Purchase Price therefor.

Preferential Rights to Purchase. Within ten (10) Days after the date hereof, Buyer and Seller shall use commercially reasonable efforts to mutually agree on (a) the holders of PPRs to which preferential right to purchase notices must be delivered (and thereafter Seller shall supplement Schedule 3.1 accordingly) and (b) an allocation of the Purchase Price to the affected Property; provided, however, that if the Parties are unable to agree on such good faith allocation of the Purchase Price within ten (10) Days of initiating discussions, (i) either Party may submit the dispute to arbitration in accordance with Article 19 and (ii) Seller shall use diligent effortssuch allocation to provide the preferential right to purchase notifications in connection with the Contribution Transaction and/or Exchange, but without as appropriate, contemplated hereby, using the form of preferential purchase right notice letter provided by Buyer and agreed to by Seller. To the extent Buyer disagrees with Seller’s determination that a preferential right to purchase notice should be sent to a holder of a PPR, Buyer shall have the right to instruct Seller not to send such a notice and Seller shall comply with such instruction; provided, however, that Buyer shall (x) be liable to and (y) indemnify and hold harmless Seller from and against (1) any obligation to incur anything but reasonable and all costs and expenses incurred in connection defending any cause of action arising out of such holder’s claim that one or more of the Contribution Transactions and the subsequent Exchange interfered with such holder’s exercise of such PPR and (2) any damages awarded to any such holder as a result of such cause of action or lawsuit to the extent, and only to the extent, that such damages are in excess of the Buyer’s obligation to re-convey the affected Properties to Seller and to settle the appropriate accounting of all adjustments with such holder in accordance with the terms of this Agreement. Following such ten (10) Day period, Buyer shall have the right to direct Seller to deliver a preferential right to purchase notice to any other holder of a PPR and, in such event, Schedule 3.1 shall be updated in accordance therewith, and Seller’s notification obligation, the allocation attributable to comply the affected Property and the dispute resolution procedure applicable to such allocation shall be governed by the immediately preceding sentence. 3.1.1 If, as of the Exchange Closing Date, a holder of a PPR has notified Seller that it elects to exercise its PPR with all preferential rights respect to purchase provisions relative the Properties to any Asset which its PPR applies (determined by and in accordance with the agreement in which the PPR arises), then Seller shall cause the Properties covered by that PPR to be transferred and conveyed from New GP back to Seller prior to the Exchange Closing Date, but effective as of the Effective Time (subject to the remaining provisions in this Article), such Properties shall be deemed for all purposes to constitute “Excluded Properties” and the Purchase Price shall be decreased by mutually agreed or arbitrated allocation of the Purchase Price attributable to such affected Property(ies). The remainder of the Properties not affected by an exercised PPR, a PPR for which the time to exercise has not expired, or a PPR for which Buyer did not request that a PPR notice be sent shall remain in New GP and subject to the consummation of the transactions contemplated by this Agreement. Upon the consummation of the sale of any Properties to the holder of such PPR any such Properties shall be deemed for all purposes to constitute “Excluded Properties.” 3.1.2 After the Exchange Closing, all if for any reason, the purchase and sale of the Properties covered by a PPR for which are identified on Schedule 4.06. Buyer has requested preferential right to purchase notices be sent is not or cannot be consummated with the holder of the PPR that exercised its PPR as to such Properties within ninety (b90) Prior Days after such holder’s receipt of such notice, and such Properties were reconveyed to the ClosingSeller by New GP, Seller may so notify Buyer and within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall promptly notify sell and convey to New GP and Buyer if shall cause New GP to purchase and accept from Seller such Properties pursuant to the terms of this Agreement and for the mutually agreed or arbitrated allocation of the Purchase Price to such Properties adjusted pursuant to Section 2.2 (except adjustments pursuant to Section 2.2 with respect to any such Properties shall be made through the date of the re-conveyance of such Properties from Seller to Buyer). If on the Exchange Closing Date any PPR for which Buyer has requested preferential right to purchase rights are exercised notices be sent has not been waived and the time to elect has not elapsed, the Exchange Closing shall proceed with the affected Properties included in New GP. If (i) the holder of a PPR validly exercises its PPR after the Exchange Closing (whether or if the requisite period has elapsed without such rights having been exercised. (c) If a third party who has been offered an interest not in any Asset pursuant response to a preferential right to purchase elects prior notice), or (ii) the Exchange Closing occurs without such holder having waived such PPR or the time for such holder to exercise such PPR having not expired, and after the Closing to purchase all or part Exchange Closing, the holder of such AssetsPPR elects to exercise such PPR, then within ten (10) Business Days of (i) or (ii) above (x) Buyer shall cause New GP to, and Seller shall, execute such instruments as reasonably necessary to revoke, extinguish and/or rescind the closing of such transaction does occur on or before the Closing Date, then the interest or part thereof so affected will be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Assets without the requirement for Buyer to give notice. If any such third party has elected to purchase all or a part of an interest in any Asset subject to a preferential right to purchase but has failed to close the transaction by the Closing Date, or if the election period has not run and no election has been made, then the affected portion of the Assets shall be excluded from the Assets and the Purchase Price shall be reduced by the Allocated Value original Contribution of such affected Assets. If Property(ies) to New GP by Seller and/or reconvey such affected Properties to Seller, as appropriate (each hereinafter a “Rescission”), effective as of the election period passes without the exercise of such preferential right Effective Time, (y) Seller shall cause an amount to purchase or if any election previously exercised is rescinded in writing by the party previously electing to purchase this affected Asset, all such Assets will be conveyed paid to Buyer and Buyer shall pay equal to the portion mutually agreed allocation of the Purchase Price thereforattributable to such affected Property(ies) adjusted as follows: (1) decreased by the amount of Operating Revenues attributable to such Properties after the Effective Time that are actually accounted for, collected or retained by New GP; (2) increased by the Charges attributable to such Properties after the Effective Time that are paid or accounted for by New GP; and (3) increased by the amount of taxes and assessments attributable to such Properties paid by New GP, Buyer and Buyer’s Affiliates in accordance with wire instructions to be provided by Buyer at least two (2) Business Days prior to the end of such ten (10) Business Day period and (z) any such Properties shall automatically, and without need to amend this Agreement, be deemed to constitute Excluded Properties for all purposes of this Agreement, and neither Buyer nor New GP shall have any further obligations with respect to such Excluded Properties.