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 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.