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

Right of First Offer to Purchase Certain Assets. (a) CONE Gathering hereby grants to the Partnership a right of first offer, exercisable during the ROFO Period, to purchase all or any part of the ROFO Assets to the extent that CONE Gathering proposes to Transfer all or any part of any ROFO Asset; provided, however, that CONE Gathering may Transfer all or any part of any ROFO Asset to a member of the CONE Gathering Group that agrees in writing that such ROFO Asset remains subject to the provisions of this Article IV and such CONE Gathering Group member assumes the obligations of CONE Gathering under this Article IV with respect to such ROFO Asset, and such Transfer shall not be subject to the Partnership Group’s right of first offer. (b) The Parties acknowledge that any Transfer of all or any part of any ROFO Asset pursuant to the Partnership’s right of first offer is subject to the terms of all existing agreements with respect to the ROFO Assets and shall be subject to and conditioned on the obtaining of any and all necessary consents of securityholders, Governmental Authorities, lenders or other third parties; provided, however, that CONE Gathering hereby represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Partnership Group pursuant to this Article IV with respect to any ROFO Asset.

Right of First Offer to Purchase Certain Assets. (a) CONE Gathering Hess hereby grants to the Partnership a right of first offer, exercisable during for a period (the “ROFO Period”) beginning at the Effective Date and ending at the earlier of (i) ten years from the Effective Date and (ii) upon the occurrence of a Partnership Change of Control, to purchase on all or any part of the ROFO Assets to the extent that CONE Gathering proposes Hess or its Affiliates propose to Transfer all or any part of any ROFO Asset; provided, however, that CONE Gathering Hess or its Affiliates may Transfer all or any part of any ROFO Asset to a member an Affiliate of the CONE Gathering Group Hess that agrees in writing that such ROFO Asset remains subject to the provisions of this Article IV V and such CONE Gathering Group member Affiliate assumes the obligations of CONE Gathering Hess under this Article IV V with respect to such ROFO Asset, and such Transfer shall not be subject to the Partnership Group’s right of first offer. (b) The Parties acknowledge that any Transfer of all or any part of any ROFO Asset pursuant to the Partnership’s right of first offer is subject to the terms of all existing agreements with respect to the ROFO Assets and shall be subject to and conditioned on the obtaining of any and all necessary consents of securityholders, Governmental Authorities, lenders or other third parties; provided, however, that CONE Gathering Hess hereby represents and warrants that, to its knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Partnership Group pursuant to this Article IV V with respect to any ROFO Asset.

Right of First Offer to Purchase Certain Assets. (a) CONE Gathering Pipeline hereby grants to the Partnership a right of first offer, exercisable during offer for a period (the “ROFO Period, to purchase ”) beginning at the Effective Date and ending at the earlier of (i) five years from the Effective Date and (ii) upon the occurrence of a Partnership Change of Control on all or any part of the ROFO Assets to the extent that CONE Gathering Pipeline proposes to Transfer all or any part of any either ROFO Asset; provided, however, that CONE Gathering Pipeline may Transfer all or any part of any either ROFO Asset to a member an Affiliate of the CONE Gathering Group Pipeline that agrees in writing that such ROFO Asset remains subject to the provisions of this Article IV V and such CONE Gathering Group member Affiliate assumes the obligations of CONE Gathering Pipeline under this Article IV V with respect to such ROFO Asset, and such Transfer shall not be subject to the Partnership Group’s right of first offer. (b) The Parties acknowledge that any Transfer of all or any part of any ROFO Asset pursuant to the Partnership’s right of first offer is subject to the terms of all existing agreements with respect to the ROFO Assets and shall be subject to and conditioned on the obtaining of any and all necessary consents of securityholders, Governmental Authorities, lenders or other third parties; provided, however, that CONE Gathering Company and Pipeline hereby represents represent and warrants warrant that, to its their knowledge after reasonable investigation, there are no terms in such agreements that would materially impair the rights granted to the Partnership Group pursuant to this Article IV V with respect to any ROFO Asset.