Common use of Right of First Refusal to Purchase Clause in Contracts

Right of First Refusal to Purchase. a) If during the Term of this Agreement, the Company receives a bona fide offer to operate, take control of the entire Gas Distribution System or purchase the Gas Distribution System within the Municipal Area, which the Company is willing to accept, then the Company shall promptly give written notice to the Municipality of the terms and conditions of such offer and the Municipality shall during the next one hundred and twenty (120) days, have the right of first refusal to operate, take control of or purchase that part of the Gas Distribution System, as the case may be, for the same price and upon the terms and conditions contained in the said offer. Notwithstanding the foregoing, in the event that the Municipality fails or refuses to exercise its right of first refusal, the Municipality shall retain the right to withhold its consent to an assignment of this Agreement in accordance with paragraph 18 below. For the purposes of this paragraph 11, “operate, take control” shall not be construed as including the subcontracting by the Company of only some portions of its operations where the Company continues to be responsible for the performance of this entire Agreement; b) If the Municipality does not exercise its right of first refusal and the said bona fide offer that the Company is willing to accept does not proceed to closure, the Municipality retains its right of first refusal on any other offer. c) This right of first refusal only applies where the offer pertains to the entire Gas Distribution System and the right of first refusal does not apply to offers that include any other distribution systems or distribution facilities of the Company located outside of the Municipal Area. If such offer includes other distribution systems of the Company, the aforesaid right of first refusal shall be of no force and effect and shall not apply. d) Where the Municipality exercises its rights to purchase the Gas Distribution System from the Company and thereby acquires the Gas Distribution System, the Municipality agrees that should it no longer wish to own the Gas Distribution System within five (5) years after it acquires the said system and the Municipality receives any bona fide offer from an arms length third party to purchase the Gas Distribution System, which it is willing to accept, then it shall promptly give notice to the Company of the terms and conditions of such offer. The Company shall during the next one hundred and twenty (120) days have the first right of refusal to purchase the Gas Distribution System for the same price and upon the same terms and conditions as contained in the said offer, providing the offer is equal to or greater than the terms of the original purchase by the Municipality from the Company (taking into account the depreciation of the Gas Distribution System at the time of the offer). e) The Municipality’s right of first refusal shall not apply where the Company has agreed to transfer the entire Gas Distribution System to a third party utility company in exchange for certain other assets provided all of the following conditions are met: (i) the third party utility can demonstrate to the satisfaction of the Municipality that it meets the necessary technical and financial requirements to own and operate the Gas Distribution System; (ii) the only consideration that shall be exchanged between the Company and the third party utility company is the transfer and exchange of assets and monetary consideration limited to a maximum of 49% of the net book value of the Gas Distribution System; (iii) there is no adverse impact to the Municipality resulting from the transfer and exchange above referenced as determined by the Board; (iv) the Company and the third party utility company obtain all the requisite regulatory requirements prior to completing the exchange; and (v) full compensation is paid to the Municipality for all costs including administrative and legal costs incurred by the Municipality in ensuring all of the conditions (i) through (iv) above are satisfied.

Right of First Refusal to Purchase. a) If during the Term of this Agreement, the Company receives a bona fide arm’s length offer to operate, take control of the entire Gas Distribution System of, or purchase the Natural Gas Distribution System within the Municipal Service Area, which the Company is willing to accept, then the Company shall will promptly give written notice to the Municipality of the terms and conditions of such offer and the Municipality shall will during the next one hundred and twenty (120) days, have the right of first refusal to operate, take control of or purchase that part of the Natural Gas Distribution System, as the case may be, for the same price and upon the terms and conditions contained in the said offer. Notwithstanding the foregoing, in the event that the Municipality fails or refuses to exercise its right of first refusal, the Municipality shall will retain the right to withhold its consent to an assignment of this Agreement in accordance with paragraph 18 20 below. For the purposes of this paragraph 1112, “operate, take control” shall will not be construed as including the subcontracting by the Company of only some portions of its operations where the Company continues to be responsible for the performance of this entire Agreement; b) If the Municipality does not exercise its right of first refusal and the said bona fide offer that the Company is willing to accept does not proceed to closure, the Municipality retains its right of first refusal on any other offer. c) This right of first refusal only applies where the offer pertains only to the entire Natural Gas Distribution System and the System. The right of first refusal does not apply to offers that include any other distribution systems or distribution facilities of the Company located outside of the Municipal Service Area. If such offer includes other distribution systems of the Company, the aforesaid right of first refusal shall will be of no force and effect and shall will not apply. d) Where the Municipality exercises its rights to purchase the Gas Distribution System from the Company and thereby acquires the Gas Distribution System, the Municipality agrees that should it no longer wish to own the Gas Distribution System within five (5) years after it acquires the said system and the Municipality receives any bona fide offer from an arms length third party to purchase the Gas Distribution System, which it is willing to accept, then it shall promptly give notice to the Company of the terms and conditions of such offer. The Company shall during the next one hundred and twenty (120) days have the first right of refusal to purchase the Gas Distribution System for the same price and upon the same terms and conditions as contained in the said offer, providing the offer is equal to or greater than the terms of the original purchase by the Municipality from the Company (taking into account the depreciation of the Gas Distribution System at the time of the offer). e) The Municipality’s right of first refusal shall not apply where the Company has agreed to transfer the entire Gas Distribution System to a third party utility company in exchange for certain other assets provided all of the following conditions are met: (i) the third party utility can demonstrate to the satisfaction of the Municipality that it meets the necessary technical and financial requirements to own and operate the Gas Distribution System; (ii) the only consideration that shall be exchanged between the Company and the third party utility company is the transfer and exchange of assets and monetary consideration limited to a maximum of 49% of the net book value of the Gas Distribution System; (iii) there is no adverse impact to the Municipality resulting from the transfer and exchange above referenced as determined by the Board; (iv) the Company and the third party utility company obtain all the requisite regulatory requirements prior to completing the exchange; and (v) full compensation is paid to the Municipality for all costs including administrative and legal costs incurred by the Municipality in ensuring all of the conditions (i) through (iv) above are satisfied.

Right of First Refusal to Purchase. a) If during the Term of this Agreement, the Company receives a bona fide arm’s length offer to operate, take control of the entire Gas Distribution System of, or purchase the Natural Gas Distribution System within the Municipal Service Area, which the Company is willing to accept, then the Company shall will promptly give written notice to the Municipality of the terms and conditions of such offer and the Municipality shall will during the next one hundred and twenty (120) days, have the right of first refusal to operate, take control of or purchase that part of the Natural Gas Distribution System, as the case may be, for the same price and upon the terms and conditions contained in the said offer. Notwithstanding the foregoing, in the event that the Municipality fails or refuses to exercise its right of first refusal, the Municipality shall will retain the right to withhold its consent to an assignment of this Agreement in accordance with paragraph 18 20 below. For the purposes of this paragraph 1112, “operate, take control” shall will not be construed as including the subcontracting by the Company of only some portions of its operations where the Company continues to be responsible for the performance of this entire Agreement; b) If the Municipality does not exercise its right of first refusal and the said bona fide offer that the Company is willing to accept does not proceed to closure, the Municipality retains its right of first refusal on any other offer. c) This right of first refusal only applies where the offer pertains only to the entire Natural Gas Distribution System and the System. The right of first refusal does not apply to offers that include any other distribution systems or distribution facilities of the Company located outside of the Municipal Service Area. If such offer includes other distribution systems of the Company, the aforesaid right of first refusal shall will be of no force and effect and shall will not apply. d) Where the Municipality exercises its rights to purchase the Natural Gas Distribution System from the Company and thereby acquires the Natural Gas Distribution System, the Municipality agrees that agrees, should it no longer wish to own the Natural Gas Distribution System within five (5) years after it acquires the said system and the Municipality receives any bona fide offer from an arms arms-length third party to purchase the Natural Gas Distribution System, which it is willing to accept, then it shall will promptly give written notice to the Company of the terms and conditions of such offer. The Company shall will during the next one hundred and twenty (120) days have the first right of refusal to purchase the Natural Gas Distribution System for the same price and upon the same terms and conditions as contained in the said offer, providing the offer is equal to or greater than the terms of the original purchase by the Municipality from the Company (taking into account the depreciation of the Gas Distribution System at the time of the offer). e) The Municipality’s right of first refusal shall will not apply where the Company has agreed to transfer the entire Natural Gas Distribution System to a third party utility company in exchange for certain other assets provided all of the following conditions are met: (i) i. the third party utility can demonstrate to the reasonable satisfaction of the Municipality that it meets the necessary technical and financial requirements to own and operate the Natural Gas Distribution System; (ii) . the only consideration that shall will be exchanged between the Company and the third party utility company is the transfer and exchange of assets and monetary consideration limited to a maximum of 49% of the net book value of the Natural Gas Distribution System; (iii) . there is no adverse impact to the Municipality resulting from the transfer and exchange above referenced as determined by the BoardCommission; (iv) . the Company and the third party utility company obtain all the requisite regulatory requirements prior to completing the transfer and exchange; and (v) v. full compensation is paid to the Municipality for all reasonable costs including administrative and legal costs incurred by the Municipality in ensuring all of the conditions (i) through (iv) above are satisfied.

Right of First Refusal to Purchase. a) If during the Term of this Agreement, the Company receives a bona fide arm’s length offer to operate, take control of the entire Gas Distribution System of, or purchase the Natural Gas Distribution System within the Municipal Service Area, which the Company is willing to accept, then the Company shall will promptly give written notice to the Municipality of the terms and conditions of such offer and the Municipality shall will during the next one hundred and twenty (120) days, have the right of first refusal to operate, take control of or purchase that part of the Natural Gas Distribution System, as the case may be, for the same price and upon the terms and conditions contained in the said offer. Notwithstanding the foregoing, in the event that the Municipality fails or refuses to exercise its right of first refusal, the Municipality shall will retain the right to withhold its consent to an assignment of this Agreement in accordance with paragraph 18 20 below. For the purposes of this paragraph 1112, “operate, take control” shall will not be construed as including the subcontracting by the Company of only some portions of its operations where the Company continues to be responsible for the performance of this entire Agreement; b) If the Municipality does not exercise its right of first refusal and the said bona fide offer that the Company is willing to accept does not proceed to closure, the Municipality retains its right of first refusal on any other offer. c) This right of first refusal only applies where the offer pertains only to the entire Natural Gas Distribution System and the System. The right of first refusal does not apply to offers that include any other distribution systems or distribution facilities of the Company located outside of the Municipal Service Area. If such offer includes other distribution systems of the Company, the aforesaid right of first refusal shall will be of no force and effect and shall will not apply. d) Where the Municipality exercises its rights to purchase the Natural Gas Distribution System from the Company and thereby acquires the Natural Gas Distribution System, the Municipality agrees that agrees, should it no longer wish to own the Natural Gas Distribution System within five (5) years after it acquires the said system and the Municipality receives any bona fide offer from an arms arms-length third party to purchase the Natural Gas Distribution System, which it is willing to accept, then it shall will promptly give written notice to the Company of the terms and conditions of such offer. The Company shall will during the next one hundred and twenty (120) days have the first right of refusal to purchase the Natural Gas Distribution System for the same price and upon the same terms and conditions as contained in the said offer, providing the offer is equal to or greater than the terms of the original purchase by the Municipality from the Company (taking into account the depreciation of the Gas Distribution System at the time of the offer). e) The Municipality’s right of first refusal shall will not apply where the Company has agreed to transfer the entire Natural Gas Distribution System to a third party utility company in exchange for certain other assets provided all of the following conditions are met: (i) the third party utility can demonstrate to the reasonable satisfaction of the Municipality that it meets the necessary technical and financial requirements to own and operate the Natural Gas Distribution System; (ii) the only consideration that shall will be exchanged between the Company and the third party utility company is the transfer and exchange of assets and monetary consideration limited to a maximum of 49% of the net book value of the Natural Gas Distribution System; (iii) there is no adverse impact to the Municipality resulting from the transfer and exchange above referenced as determined by the BoardCommission; (iv) the Company and the third party utility company obtain all the requisite regulatory requirements prior to completing the transfer and exchange; and (v) full compensation is paid to the Municipality for all reasonable costs including administrative and legal costs incurred by the Municipality in ensuring all of the conditions (i) through (iv) above are satisfied.

Right of First Refusal to Purchase. a) If during the Term of this Agreement, the Company receives a bona fide offer to operate, take control of the entire Gas Distribution System of, or purchase the Natural Gas Distribution System within the Municipal Service Area, which the Company is willing to accept, then the Company shall will promptly give written notice to the Municipality of the terms and conditions of such offer and the Municipality shall will during the next one hundred and twenty (120) days, have the right of first refusal to operate, take control of or purchase that part of the Natural Gas Distribution System, as the case may be, for the same price and upon the terms and conditions contained in the said offer. Notwithstanding the foregoing, in the event that the Municipality fails or refuses to exercise its right of first refusal, the Municipality shall will retain the right to withhold its consent to an assignment of this Agreement in accordance with paragraph 18 20 below. For the purposes of this paragraph 11, “operate12, take control” shall will not be construed as including the subcontracting by the Company of only some portions of its operations where the Company continues to be responsible for the performance of this entire Agreement; b) If the Municipality does not exercise its right of first refusal and the said bona fide offer that the Company is willing to accept does not proceed to closure, the Municipality retains its right of first refusal on any other offer. c) This right of first refusal only applies where the offer pertains only to the entire Natural Gas Distribution System and the System. The right of first refusal does not apply to offers that include any other distribution systems or distribution facilities of the Company located outside of the Municipal Service Area. If such offer includes other distribution systems of the Company, the aforesaid right of first refusal shall will be of no force and effect and shall will not apply. d) Where the Municipality exercises its rights to purchase the Gas Distribution System from the Company and thereby acquires the Gas Distribution System, the Municipality agrees that should it no longer wish to own the Gas Distribution System within five (5) years after it acquires the said system and the Municipality receives any bona fide offer from an arms length third party to purchase the Gas Distribution System, which it is willing to accept, then it shall promptly give notice to the Company of the terms and conditions of such offer. The Company shall during the next one hundred and twenty (120) days have the first right of refusal to purchase the Gas Distribution System for the same price and upon the same terms and conditions as contained in the said offer, providing the offer is equal to or greater than the terms of the original purchase by the Municipality from the Company (taking into account the depreciation of the Gas Distribution System at the time of the offer). e) The Municipality’s right of first refusal shall not apply where the Company has agreed to transfer the entire Gas Distribution System to a third party utility company in exchange for certain other assets provided all of the following conditions are met: (i) the third party utility can demonstrate to the satisfaction of the Municipality that it meets the necessary technical and financial requirements to own and operate the Gas Distribution System; (ii) the only consideration that shall be exchanged between the Company and the third party utility company is the transfer and exchange of assets and monetary consideration limited to a maximum of 49% of the net book value of the Gas Distribution System; (iii) there is no adverse impact to the Municipality resulting from the transfer and exchange above referenced as determined by the Board; (iv) the Company and the third party utility company obtain all the requisite regulatory requirements prior to completing the exchange; and (v) full compensation is paid to the Municipality for all costs including administrative and legal costs incurred by the Municipality in ensuring all of the conditions (i) through (iv) above are satisfied.

Right of First Refusal to Purchase. a) If during the Term of this Agreement, the Company receives a bona fide arm’s length offer to operate, take control of the entire Gas Distribution System of, or purchase the Natural Gas Distribution System within the Municipal Service Area, which the Company is willing to accept, then the Company shall will promptly give written notice to the Municipality of the terms and conditions of such offer and the offer. The Municipality shall will during the next one hundred and twenty (120) days, have notify the company as to whether it will exercise the right of first refusal to operate, take control of or purchase that part of the Natural Gas Distribution System, as the case may be, for the same price and upon the terms and conditions contained in the said offer. Notwithstanding the foregoing, in the event that the Municipality fails or refuses to exercise its right of first refusal, the Municipality shall will retain the right to withhold its consent to an assignment of this Agreement in accordance with paragraph 18 20 below. For the purposes of this paragraph 1112, “operate, take control” shall will not be construed as including the subcontracting by the Company of only some portions of its operations where the Company continues to be responsible for the performance of this entire Agreement; b) If the Municipality does not exercise its right of first refusal and the said bona fide offer that the Company is willing to accept does not proceed to closure, the Municipality retains its right of first refusal on any other offer. c) This right of first refusal only applies where the offer pertains only to the entire Natural Gas Distribution System and the System. The right of first refusal does not apply to offers that include any other distribution systems or distribution facilities of the Company located outside of the Municipal Service Area. If such offer includes other distribution systems of the Company, the aforesaid right of first refusal shall will be of no force and effect and shall will not apply. d) Where the Municipality exercises its rights to purchase the Gas Distribution System from the Company and thereby acquires the Gas Distribution System, the Municipality agrees that should it no longer wish to own the Gas Distribution System within five (5) years after it acquires the said system and the Municipality receives any bona fide offer from an arms length third party to purchase the Gas Distribution System, which it is willing to accept, then it shall promptly give notice to the Company of the terms and conditions of such offer. The Company shall during the next one hundred and twenty (120) days have the first right of refusal to purchase the Gas Distribution System for the same price and upon the same terms and conditions as contained in the said offer, providing the offer is equal to or greater than the terms of the original purchase by the Municipality from the Company (taking into account the depreciation of the Gas Distribution System at the time of the offer). e) The Municipality’s right of first refusal shall not apply where the Company has agreed to transfer the entire Gas Distribution System to a third party utility company in exchange for certain other assets provided all of the following conditions are met: (i) the third party utility can demonstrate to the satisfaction of the Municipality that it meets the necessary technical and financial requirements to own and operate the Gas Distribution System; (ii) the only consideration that shall be exchanged between the Company and the third party utility company is the transfer and exchange of assets and monetary consideration limited to a maximum of 49% of the net book value of the Gas Distribution System; (iii) there is no adverse impact to the Municipality resulting from the transfer and exchange above referenced as determined by the Board; (iv) the Company and the third party utility company obtain all the requisite regulatory requirements prior to completing the exchange; and (v) full compensation is paid to the Municipality for all costs including administrative and legal costs incurred by the Municipality in ensuring all of the conditions (i) through (iv) above are satisfied.

Right of First Refusal to Purchase. ‌ a) If during the Term of this Agreement, the Company receives a bona fide arm’s length offer to operate, take control of the entire Gas Distribution System of, or purchase the Natural Gas Distribution System within the Municipal Service Area, which the Company is willing to accept, then the Company shall will promptly give written notice to the Municipality of the terms and conditions of such offer and the Municipality shall will during the next one hundred and twenty (120) days, have the right of first refusal to operate, take control of or purchase that part of the Natural Gas Distribution System, as the case may be, for the same price and upon the terms and conditions contained in the said offer. Notwithstanding the foregoing, in the event that the Municipality fails or refuses to exercise its right of first refusal, the Municipality shall will retain the right to withhold its consent to an assignment of this Agreement in accordance with paragraph 18 20 below. For the purposes of this paragraph 1112, “operate, take control” shall will not be construed as including the subcontracting by the Company of only some portions of its operations where the Company continues to be responsible for the performance of this entire Agreement; b) If the Municipality does not exercise its right of first refusal and the said bona fide offer that the Company is willing to accept does not proceed to closure, the Municipality retains its right of first refusal on any other offer. c) This right of first refusal only applies where the offer pertains only to the entire Natural Gas Distribution System and the System. The right of first refusal does not apply to offers that include any other distribution systems or distribution facilities of the Company located outside of the Municipal Service Area. If such offer includes other distribution systems of the Company, the aforesaid right of first refusal shall will be of no force and effect and shall will not apply. d) Where the Municipality exercises its rights to purchase the Natural Gas Distribution System from the Company and thereby acquires the Natural Gas Distribution System, the Municipality agrees that agrees, should it no longer wish to own the Natural Gas Distribution System within five (5) years after it acquires the said system and the Municipality receives any bona fide offer from an arms arms-length third party to purchase the Natural Gas Distribution System, which it is willing to accept, then it shall will promptly give written notice to the Company of the terms and conditions of such offer. The Company shall will during the next one hundred and twenty (120) days have the first right of refusal to purchase the Natural Gas Distribution System for the same price and upon the same terms and conditions as contained in the said offer, providing the offer is equal to or greater than the terms of the original purchase by the Municipality from the Company (taking into account the depreciation of the Gas Distribution System at the time of the offer). e) The Municipality’s right of first refusal shall will not apply where the Company has agreed to transfer the entire Natural Gas Distribution System to a third party utility company in exchange for certain other assets provided all of the following conditions are met: (i) i. the third party utility can demonstrate to the reasonable satisfaction of the Municipality that it meets the necessary technical and financial requirements to own and operate the Natural Gas Distribution System; (ii) . the only consideration that shall will be exchanged between the Company and the third party utility company is the transfer and exchange of assets and monetary consideration limited to a maximum of 49% of the net book value of the Natural Gas Distribution System; (iii) . there is no adverse impact to the Municipality resulting from the transfer and exchange above referenced as determined by the BoardCommission; (iv) . the Company and the third party utility company obtain all the requisite regulatory requirements prior to completing the transfer and exchange; and (v) v. full compensation is paid to the Municipality for all reasonable costs including administrative and legal costs incurred by the Municipality in ensuring all of the conditions (i) through (iv) above are satisfied.

Right of First Refusal to Purchase. a) If during the Term of this Agreement, the Company receives a bona fide offer to operate, take control of the entire Gas Distribution System or purchase the Gas Distribution System within the Municipal Area, which the Company is willing to accept, then the Company shall promptly give written notice to the Municipality of the terms and conditions of such offer and the Municipality shall during the next one hundred and twenty (120) days, have the right of first refusal to operate, take control of or purchase that part of the Gas Distribution System, as the case may be, for the same price and upon the terms and conditions contained in the said offer. Notwithstanding the foregoing, in the event that the Municipality fails or refuses to exercise its right of first refusal, the Municipality shall retain the right to withhold its consent to an assignment of this Agreement in accordance with paragraph 18 17 below. For the purposes of this paragraph 1110, “operate, take control” shall not be construed as including the subcontracting by the Company of only some portions of its operations where the Company continues to be responsible for the performance of this entire Agreement; b) If the Municipality does not exercise its right of first refusal and the said bona fide offer that the Company is willing to accept does not proceed to closure, the Municipality retains its right of first refusal on any other offer. c) This right of first refusal only applies where the offer pertains to the entire Gas Distribution System and the right of first refusal does not apply to offers that include any other distribution systems or distribution facilities of the Company located outside of the Municipal Area. If such offer includes other distribution systems of the Company, the aforesaid right of first refusal shall be of no force and effect and shall not apply. d) Where the Municipality exercises its rights to purchase the Gas Distribution System from the Company and thereby acquires the Gas Distribution System, the Municipality agrees that should it no longer wish to own the Gas Distribution System within five (5) years after it acquires the said system and the Municipality receives any bona fide offer from an arms length third party to purchase the Gas Distribution System, which it is willing to accept, then it shall promptly give notice to the Company of the terms and conditions of such offer. The Company shall during the next one hundred and twenty (120) days have the first right of refusal to purchase the Gas Distribution System for the same price and upon the same terms and conditions as contained in the said offer, providing the offer is equal to or greater than the terms of the original purchase by the Municipality from the Company (taking into account the depreciation of the Gas Distribution System at the time of the offer). e) The Municipality’s right of first refusal shall not apply where the Company has agreed to transfer the entire Gas Distribution System to a third party utility company in exchange for certain other assets provided all of the following conditions are met: (i) the third party utility can demonstrate to the satisfaction of the Municipality that it meets the necessary technical and financial requirements to own and operate the Gas Distribution System; (ii) the only consideration that shall be exchanged between the Company and the third party utility company is the transfer and exchange of assets and monetary consideration limited to a maximum of 49% of the net book value of the Gas Distribution System; (iii) there is no adverse impact to the Municipality resulting from the transfer and exchange above referenced as determined by the Board; (iv) the Company and the third party utility company obtain all the requisite regulatory requirements prior to completing the exchange; and (v) full compensation is paid to the Municipality for all costs including administrative and legal costs incurred by the Municipality in ensuring all of the conditions (i) through (iv) above are satisfied.