Common use of Procedures for Rights of First Offer Clause in Contracts

Procedures for Rights of First Offer. In the event that a Partnership Group Member or a Teekay Entity (as applicable, the "Transferring Party") proposes to Transfer or Re-Charter any Crude Oil Assets or LNG Subject Assets, as applicable (the "Sale Assets"), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Sale Assets to any non-affiliated third party, such Transferring Party shall give Teekay or the MLP, as applicable (the "Potential Transferee"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Sale Asset(s) on which such Transferring Party desires to Transfer or Re-Charter the Sale Assets (the "Transfer Notice"). The material terms set forth in the Transfer Notice shall have been approved, in any case where a Partnership Group Member is the Transferring Party, by the Conflicts Committee of the General Partner. The Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the "First Offer Negotiation Period") to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its Affiliates. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-Chartered, or agreed in writing to Transfer or Re-Charter, such Sale Assets to a third party within 180 days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those include in the Transfer Notice, then the Transferring Party shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. In the event that a an LNG Partnership Group Member, an Offshore Partnership Group Member or a Teekay Entity (as applicable, the "Transferring Party") proposes to Transfer or Re-Charter any Crude Oil Assets, LNG Assets or LNG Subject Offshore Assets, as applicable (the "“Sale Assets"”), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Sale Assets to any non-affiliated third party, such Transferring Party shall give Teekay, Teekay LNG MLP or the Teekay Offshore MLP, as applicable (the "Potential Transferee"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Sale Asset(s) on which such Transferring Party desires to Transfer or Re-Charter the Sale Assets (the "“Transfer Notice"”). The material terms set forth in the Transfer Notice shall have been approved, in any case where a an LNG Partnership Group Member or an Offshore Partnership Group Member is the Transferring Party, by the applicable Conflicts Committee of the Teekay LNG General Partner or Teekay Offshore General Partner. The Subject to Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the "“First Offer Negotiation Period"”) to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its AffiliatesAffiliates on the terms and conditions set forth in the Transfer Notice. If Subject to Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets, if no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-Chartered, or agreed in writing to Transfer or Re-Charter, such Sale Assets to a third party within 180 days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those include included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. In the event that a Partnership Group Member or a Teekay Capital Maritime Entity (as applicable, the "“Transferring Party"”) proposes to Transfer or Re-Charter any Crude Oil Tanker Assets or LNG Subject Assets, as applicable Small Tanker Assets (the "“Sale Assets"”), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Sale Assets to any non-affiliated third party, such Transferring Party shall give Teekay Capital Maritime or the MLP, as applicable (the "“Potential Transferee"”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Sale Asset(s) on which such Transferring Party desires to Transfer or Re-Charter the Sale Assets (the "“Transfer Notice"”). The material terms set forth in the Transfer Notice shall have been approved, in any case where a Partnership Group Member is the Transferring Party, by the Conflicts Committee of the General Partner. The Transferring Party then shall be obligated to negotiate in good faith for a 30-ten (10) day period following the delivery by the Transferring Party of the Transfer Notice (the "“First Offer Negotiation Period"”) to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its AffiliatesAffiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-CharteredTransferred, or agreed in writing to Transfer or Re-CharterTransfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those include in the Transfer Notice, then the Transferring Party shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. In the event that a Partnership If any BEC Group Member member or a Teekay Entity (as applicable, the "Transferring Party") any controlling person thereof proposes to Transfer or Re-Charter any Crude Oil BEC Subject Assets or LNG Subject Assets, as applicable (the "Sale Assets"), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Sale Assets to any non-affiliated third party, such Transferring Party BEC shall give Teekay or the MLP, as applicable (the "Potential Transferee"), BBEP written notice setting forth a description of the Sale Assets and all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Sale Asset(s) on which such Transferring Party desires to proposed Transfer or Re-Charter the Sale Assets other than an offer price (the "Transfer Notice"). The material terms set forth in the Transfer Notice BBEP then shall have been approved, in any case where a Partnership Group Member is the Transferring Party, by the Conflicts Committee period of the General Partner. The Transferring Party then shall be obligated to negotiate in good faith for a 30-day period fifteen (15) business days following the delivery by the Transferring Party BEC of the Transfer Notice (the "First Offer Negotiation Period') to elect to make an offer to BEC for the purchase by BBEP of the Sale Assets. In the event that BBEP elects to make such an offer, then BBEP shall, within said period, provide the offer price and terms on which BBEP is willing to acquire such Sale Assets (") Offer Notice"). If those terms are acceptable to BEC then the parties agree to negotiate in good faith to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its AffiliatesAffiliates on the terms and conditions set forth in the Transfer Notice and Offer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, then BEC may proceed to negotiate and sell the Transferring Party Sale Assets to a third-party; provided, however, that nothing shall preclude BBEP from participating in any such sale process including the making of a bid or other offer on any terms it desires. If BBEP and BEC do not reach agreement during the First Offer Negotiation Period, and BEC has not Transferred or Re-CharteredTransferred, or agreed in writing to Transfer or Re-Charter, such Sale Assets to a third party within 180 days one year after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those include in the Transfer NoticePeriod, then the Transferring Party BEC shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee BBEP in the manner provided above.

Procedures for Rights of First Offer. In the event that a Partnership Group Member or a Teekay Entity (as applicable, the "Transferring Party") proposes to Transfer or Re-Charter any Crude Oil Assets or LNG Subject Assets, as applicable (the "Sale Assets"), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Sale Assets to any non-affiliated third party, such Transferring Party shall give Teekay or the MLP, as applicable (the "Potential Transferee"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Sale Asset(s) on which such Transferring Party desires to Transfer or Re-Charter the Sale Assets (the "Transfer Notice"). The material terms set forth in the Transfer Notice shall have been approved, in any case where a Partnership Group Member is the Transferring Party, by the Conflicts Committee of the General Partner. The Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the "First Offer Negotiation Period") to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its AffiliatesAffiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-Chartered, or agreed in writing to Transfer or Re-Charter, such Sale Assets to a third party within 180 days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those include in the Transfer Notice, then the Transferring Party shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. In the event that a Partnership Group Member or a Teekay Navios Maritime Entity (as applicable, the "“Transferring Party"”) proposes to Transfer or or, in the case of a Navios Maritime Entity, Re-Charter any Crude Oil Panamax Carrier Assets or LNG Subject Assets, as applicable Capesize Carrier Assets or Transfer any Non-Panamax and Non-Capesize Drybulk Carrier Assets (the "“Sale Assets"”), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Sale Assets to any non-affiliated third party, such Transferring Party shall give Teekay Navios Maritime or the MLP, as applicable (the "“Potential Transferee"”), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter)) and a description of the Sale Asset(s) on which such Transferring Party desires to Transfer or Re-Charter the Sale Assets (the "“Transfer Notice"”). The material terms set forth in the Transfer Notice shall have been approved, in any case where a Partnership Group Member is the Transferring Party, by the Conflicts Committee of the General Partner. The Transferring Party then shall be obligated to negotiate in good faith for a 3015-day period following the delivery by the Transferring Party of the Transfer Notice (the "“First Offer Negotiation Period"”) to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its AffiliatesAffiliates on the terms and conditions set forth in the Transfer Notice. If no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-CharteredTransferred, or agreed in writing to Transfer or Re-CharterTransfer, such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those include in the Transfer NoticeNotice (except to the extent that market conditions during the 180 calendar days after the end of the First Offer Negotiation Period have resulted in a material change in the fair market value of such Sale Assets), then the Transferring Party shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.

Procedures for Rights of First Offer. In the event that a an LNG Partnership Group Member, an Offshore Partnership Group Member or a Teekay Entity (as applicable, the "Transferring Party") proposes to Transfer or Re-Charter any Crude Oil Assets, LNG Assets or LNG Subject Offshore Assets, as applicable (the "Sale Assets"), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Sale Assets to any non-affiliated third party, such Transferring Party shall give Teekay, Teekay LNG MLP or the Teekay Offshore MLP, as applicable (the "Potential Transferee"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Sale Asset(s) on which such Transferring Party desires to Transfer or Re-Charter the Sale Assets (the "Transfer Notice"). The material terms set forth in the Transfer Notice shall have been approved, in any case where a an LNG Partnership Group Member or an Offshore Partnership Group Member is the Transferring Party, by the applicable Conflicts Committee of the Teekay LNG General Partner or Teekay Offshore General Partner. The Subject to Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the "First Offer Negotiation Period") to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its AffiliatesAffiliates on the terms and conditions set forth in the Transfer Notice. If Subject to Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets, if no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-Chartered, or agreed in writing to Transfer or Re-Charter, such Sale Assets to a third party within 180 days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those include included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.. AMENDED AND RESTATED OMNIBUS AGREEMENT

Procedures for Rights of First Offer. In the event that a an LNG Partnership Group Member, an Offshore Partnership Group Member or a Teekay Entity (as applicable, the "Transferring Party") proposes to Transfer or Re-Charter any Crude Oil Assets, LNG Assets or LNG Subject Offshore Assets, as applicable (the "“Sale Assets"”), prior to engaging in any negotiation for such Transfer or Re-Charter with any non-affiliated third party or otherwise offering to Transfer or Re-Charter the Sale Assets to any non-affiliated third party, such Transferring Party shall give Teekay, Teekay LNG MLP or the Teekay Offshore MLP, as applicable (the "Potential Transferee"), written notice setting forth all material terms and conditions (including, without limitation, the purchase price (in the event of a Transfer) or the terms of the charter agreement (in the event of a Re-Charter) and a description of the Sale Asset(s) on which such Transferring Party desires to Transfer or Re-Charter the Sale Assets (the "“Transfer Notice"”). The material terms set forth in the Transfer Notice shall have been approved, in any case where a an LNG Partnership Group Member or an Offshore Partnership Group Member is the Transferring Party, by the applicable Conflicts Committee of the Teekay LNG General Partner or Teekay Offshore General Partner. The Subject to Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets, the Transferring Party then shall be obligated to negotiate in good faith for a 30-day period following the delivery by the Transferring Party of the Transfer Notice (the "“First Offer Negotiation Period"”) to reach an agreement for the Transfer or Re-Charter of such Sale Assets to the Potential Transferee or any of its AffiliatesAffiliates on the terms and conditions set forth in the Transfer Notice. If Subject to Section 5.1 with respect to any proposed Re-Charter by a Teekay Entity of any LNG Assets or Offshore Assets, if no such agreement with respect to the Sale Assets is reached during the First Offer Negotiation Period, and the Transferring Party has not Transferred or Re-Chartered, or agreed in writing to Transfer or Re-Charter, such Sale Assets to a third party within 180 days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those include included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer or Re-Charter any of the Sale Assets without first offering such assets to the applicable Potential Transferee in the manner provided above.. ARTICLE VII INDEMNIFICATION 7.1