Third-Party Exercise. If a third-party exercises a Preferential Purchase Right of the Assets, the affected Asset shall be removed from this Agreement and the Base Purchase Price shall be adjusted by the dollar amount allocated to the affected Asset as set forth on Exhibit “C”.
Third-Party Exercise. If a third party gives valid and timely notice of its exercise of a Preferential Right to purchase any of the Assets, the affected Assets will not be sold to Buyer and the Purchase Price will be adjusted by the Allocated Value of the affected Assets. If Buyer has allocated a positive Allocated Value to the Preferential Right Asset, the Purchase Price will be reduced by the dollar amount of the positive allocation. If Buyer has allocated a negative Allocated Value to the Preferential Right Asset, the Purchase Price will be increased by the absolute value of the negative allocation. Buyer remains obligated to purchase the remainder of the Assets not affected by exercised Preferential Rights without reduction to the Purchase Price attributable to such unaffected Assets in accordance with the terms of this Agreement.
Third-Party Exercise. If a third party exercises a preferential right to purchase any of the Interests, the affected Interest shall be removed from this Agreement and the Base Purchase Price shall be adjusted by the dollar amount allocated to the affected Interest as set forth on Exhibit “A”.
Third-Party Exercise. If a third party gives notice of its intent to exercise a preferential right to purchase any of the Assets, the affected Assets will not be sold to Buyer and the Purchase Price will be adjusted by the allocation for the affected Asset. If Buyer has allocated a positive dollar amount to the preferential right Asset, the Purchase Price will be reduced by the dollar amount of the positive allocation. If Buyer has allocated a negative dollar amount to the preferential right Asset, the Purchase Price will be increased by the absolute value of the negative allocation. Buyer remains obligated to purchase the remainder of the Assets not affected by exercised preferential rights to purchase provided it is agreed that Buyer will not be obligated to purchase the Aneth Compressor and Gathering Site and contracts associated therewith unless it acquires substantially all of the Leases and Wxxxx and provided further that the value of exercised preferential purchase rights shall be included in the Termination Amount. Any preferential purchase right must be exercised subject to and on the same terms and conditions of this Agreement, with the exception of the Closing Date which shall be within 10 business days after the Closing between Buyer and Seller and provided further that, in the event the underlying purchase and sale transaction between Seller and Buyer fails to close for any reason (other than affirmative exercises of preferential rights to purchase on 100% of the Assets), the preferential right will be rendered inoperative and Seller shall be under no obligation to consummate the sale of the Assets subject to the preferential right.
Third-Party Exercise. If a third party gives notice of its intent to exercise a preferential right to purchase any of the Assets, the affected Assets will not be sold to Buyer. Any preferential purchase right must be exercised subject to and on the same terms and conditions of this Agreement.
Third-Party Exercise. If a third-party exercises a Preferential Purchase Right of the Assets or if Seller fails to obtain a Required Consent by Closing, the affected Asset shall be removed from this Agreement and the Base Purchase Price shall be adjusted by the Allocated Value of the affected Asset. If, as of Closing, the time for exercising a Preferential Purchase Right has not expired and such Preferential Purchase Right has not been exercised or waived, then the Assets subject to such Preferential Purchase Right shall be included in the Assets to be assigned to Buyer at Closing, and Buyer shall be entitled to the proceeds associated with the exercise of such Preferential Purchase Right.
Third-Party Exercise. If a third-party exercises a Preferential Purchase Right of the Assets, or if the applicable period of time for such exercise has not expired as of the Closing Date, the affected Asset shall be removed from this Agreement and the Base Purchase Price shall be adjusted by the dollar amount allocated to the affected Asset as set forth on Exhibit “C” (or, if the affected Asset would constitute a portion of an Asset with an Allocated Value, an amount determined in accordance with Section 7.4 as though the affected Asset (or portions thereof) were subject to a Title Defect, excluding, however, limitations on the amount of the applicable adjustment to the Base Purchase Price in Sections 7.1 and 7.5.
Third-Party Exercise. Subject to Section 9.3, if a third-party (a) exercises a Preferential Purchase Right on any Asset(s) or (b) fails to respond to a notice of Preferential Purchase Right and the time period for election under such Preferential Purchase Right has not expired prior to the Closing Date, then the affected Asset(s) shall be removed from this Agreement and the Base Purchase Price shall be adjusted by the dollar amount allocated to the affected Asset(s) as set forth on Exhibits “C-1” or “C-2”.
