Common use of Right of First Offer to Purchase Certain Assets Clause in Contracts

Right of First Offer to Purchase Certain Assets. (a) The Sponsor hereby grants to the Partnership a right of first offer on any Domestic Cokemaking Asset to the extent that any Sponsor Entity proposes to Transfer any such Domestic Cokemaking Asset, or any interest therein (other than to another wholly owned Sponsor Entity). (b) The Partnership hereby grants to the Sponsor a right of first offer on any cokemaking facility or interest therein or interest in any business engaged in cokemaking, to the extent that any Group Member proposes to Transfer any such asset or interest (other than to another wholly owned Group Member). (c) The Parties acknowledge that any Transfer of assets or interests pursuant to the Partnership’s or Sponsor’s right of first offer is subject to the terms of all existing agreements with respect to such assets and interests and shall be subject to and conditioned on the obtaining of any and all necessary consents of security holders, governmental authorities, lenders or other third parties.