Common use of THIRD PARTY RIGHTS AND CONSENTS Clause in Contracts

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Purchaser that certain of the Interests are or may be subject to (1) preferential purchase rights, rights of first refusal and similar option rights in third parties to purchase a part of the Interests (collectively, "Preferential Rights') or (2) lessors' approvals or other consents to transfer any part of the Interests (other then governmental approvals and other consents routinely acquired after a transfer) including the non-transferability requirement of any license, permit, right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer of ownership (collectively, "Consents to Assigns"). This Agreement shall be subject to the terms and conditions of such Preferential Rights and Consents to Assign. Seller shall use its best efforts to notify the holders of such Preferential Rights of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such properties. if any third party exercises a valid Preferential Right, the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected properties. Seller shall promptly notify Purchaser of the exercise of any Preferenffal Right and of the lapse of any applicable period of time within which a Preferential Right must be exercised. Seller shall attempt to satisfy all Consents to Assign prior to the Closing Date. If a Consent to Assign is not obtained (and Purchaser does not waive the obligation to secure such consent), then the affected properties shall be excluded from the Interests and the Sale Price reduced by (i) the amount allocated to the affected properties, if the Consent to Assign prohibits the transfer of an oil and gas lease, interest in a unit, or other property, or (ii) in any other case, an amount mutually agreed to by Purchaser and Seller required to replace any material part of the Interests necessary for the continued production and sale of hydrocarbons from the Interests, or in the event the parties cannot agree to such amount, then the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected properties.

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Purchaser that certain of the Interests are or may be subject to (1) preferential purchase rights, rights of first refusal and similar option rights in third parties to purchase a part of the Interests (collectively, "Preferential Rights') or (2) lessors' approvals or other consents to transfer any part of the Interests (other then than governmental approvals and other consents routinely acquired after a transfer) ), including the non-transferability requirement of any a license, permit, right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer of ownership (collectivelycollectively referred to hereinafter as, "Consents to AssignsAssign"). This Agreement shall be subject to the terms and conditions of such Preferential Rights and Consents to Assign. Not later than 12:00 p.m. local Denver time on March 26, 1997, Seller shall use its best efforts identify those Consents to notify Assign which have not been obtained, and the holders Real Properties affected thereby. The Sale Price payable at Closing shall be adjusted by the amount allocated to the affected Real Property in Exhibit "D". If Purchaser shall receive an adjustment at the Closing on account of any Consent to Assign that has not been obtained, then Seller shall have until a date that is forty-five (45) days after the Closing Date, or such other later date as the parties may mutually agree, within which to obtain all necessary Consents to Assign (hereinafter referred to as the "Post Closing Adjustment Date. Seller shall provide written notice, together with supporting documentation, of such Preferential Rights Consents to Assign as are obtained by Seller after the Closing. Within three (3) business days of Purchaser having received such notice, Purchaser shall pay to Seller the proposed transfer of amount allocated to the affected properties and Real Property in Exhibit "D", together with interest at the amount thirty day LIBOR rate from Closing Date to the date of such payment. Payment shall be made by wire transfer in accordance with Section 3.01 (e), or such other payment instructions as Seller may provide. If a Consent to Assign is not obtained by the Sale Price allocated to such properties. if any third party exercises a valid Preferential RightPost Closing Adjustment Date, then the affected properties Real Property shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected properties. Real Property in Exhibit "D", and the Seller shall promptly notify Purchaser of the exercise of any Preferenffal Right and of the lapse of any applicable period of time within which issue a Preferential Right must be exercised. Seller shall attempt to satisfy all Consents to Assign prior to the Closing Date. If a Consent to Assign is not obtained (and Purchaser does not waive the obligation to secure such consent), then the affected properties shall be excluded from the Interests and the Sale Price reduced by (i) the amount allocated to the affected properties, if the Consent to Assign prohibits the transfer of an oil and gas lease, interest final settlement statement in a unit, or other property, or (ii) in any other case, an amount mutually agreed to by Purchaser and Seller required to replace any material part of the Interests necessary for the continued production and sale of hydrocarbons from the Interests, or in the event the parties cannot agree to such amount, then the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected propertiesconnection therewith.

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Purchaser that certain of the Interests are or may be subject to (1) preferential purchase rights, rights of first refusal and similar option rights in third parties to purchase a part of the Interests (collectively, "Preferential Rights'PREFERENTIAL RIGHTS") or (2) lessors' approvals or other consents to transfer any part of the Interests (other then than governmental approvals and other consents routinely acquired after a transfer) , including the non-transferability requirement of any license, permit, right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer of ownership ownership) (collectively, "Consents to AssignsCONSENTS TO ASSIGN"). This Agreement shall be subject to the terms and conditions of such Preferential Rights and Consents to Assign. Seller shall use its best efforts to notify the holders of such Preferential Rights of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such properties. if If any third party exercises a valid Preferential Right, the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected properties. Seller shall promptly notify Purchaser of the exercise of any Preferenffal Preferential Right and of the lapse of any applicable period of time within which a Preferential Right must be exercised. Seller shall attempt to satisfy all Consents Consent to Assign prior to the Closing Date. If a Consent to Assign is not obtained (and Purchaser does not waive the obligation to secure such consent)obtained, then the affected properties shall be excluded from the Interests and the Sale Price reduced by (i1) the amount EXHIBIT 10.20 allocated to the affected properties, if the Consent to Assign prohibits the transfer of an oil and gas lease, interest in a unit, or other property, or (ii) in any other case, an amount mutually agreed to by Purchaser and Seller required to replace any material part of the Interests necessary for the continued production and sale of hydrocarbons from the Interests, or in the event the parties cannot agree to such amount, then the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected properties.

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Purchaser that certain 3.01 Preferential Rights of Purchase and Consents -------------------------------------------- A. If any of the Interests Assets are subject to a preferential right of purchase or similar restriction, or if the disposition herein requires the consent of any third party, the Vendor shall promptly serve all notices as are required under such preferential purchase or consent provision. Each such notice shall include a request for a waiver of any preferential or similar right to purchase any of the Assets and for the granting of any consent that may be subject required. Notwithstanding the foregoing, the Parties acknowledge that the consent of buyers under production sale agreements may not be sought until after Closing. B. The Purchaser, acting reasonably and in good faith, shall provide to (1) the Vendor the value placed by the Purchaser on any of the Assets with respect to which the Vendor is required to specify a value in a notice served pursuant to this Clause. The Vendor shall not be obligated to use such a value where, in the Vendor's opinion, the value is unreasonable. C. If the holder of any preferential purchase rights, rights of first refusal and similar option rights in third parties right to purchase a part any of the Interests (collectively, "Preferential Rights') or (2) lessors' approvals or other consents to transfer any part of the Interests (other then governmental approvals and other consents routinely acquired after a transfer) including the non-transferability requirement of any license, permit, Assets exercises such right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer third party required to give a necessary consent refuses to give such consent, Closing shall then proceed with respect to those of ownership (collectivelythe Assets which are not subject to such preferential right to purchase or consent. In such case, "Consents to Assigns"). This Agreement the Purchase Price shall be subject to the terms and conditions of such Preferential Rights and Consents to Assign. Seller shall use its best efforts to notify the holders of such Preferential Rights of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such properties. if any third party exercises a valid Preferential Right, the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount portion of the Purchase Price allocated pursuant to Subclause 3.01B to the Assets directly affected properties. Seller shall promptly notify Purchaser by such preferential right to purchase or consent, or falling such allocation, by agreement of the exercise of any Preferenffal Right and Parties or by Article 12.00. D. If the portion of the lapse of any Purchase Price applicable period of time within which a Preferential Right must to the Assets directly affected by the preferential right to purchase or consent provided for in Subclause 3.01C is to be exercised. Seller shall attempt determined pursuant to satisfy all Consents to Assign Article 12.00: (a) then prior to Closing, the Closing Date. If Purchaser shall deduct from the Purchase Price an amount equal to the Purchaser's good faith estimate of the portion of the Purchase Price applicable to such directly affected Assets and deposit such amount in trust with a Consent Canadian chartered bank in an interest bearing account; and (b) the funds retained in trust pursuant to Assign is not obtained Paragraph (a) of this Subclause and Purchaser does not waive the obligation to secure such consent), then the affected properties accrued interest thereon shall be excluded released from the Interests and the Sale Price reduced by (i) the amount allocated trust following determination pursuant to the affected properties, if the Consent to Assign prohibits the transfer of an oil and gas lease, interest in a unit, or other property, or (ii) in any other case, an amount mutually agreed to by Purchaser and Seller required to replace any material part of the Interests necessary for the continued production and sale of hydrocarbons from the Interests, or in the event the parties cannot agree to such amount, then the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected propertiesArticle 12.

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Purchaser that certain (a) Prior to and following Closing, at the request of the Interests are or may be subject Purchaser, Vendor shall use reasonable efforts to obtain and deliver to the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for. (b) Within one (1) preferential purchase rightsBusiness Day following the execution of this Agreement by the Parties, rights of first refusal and similar option rights in third parties to purchase a part the Vendor shall advise the Purchaser which of the Interests (collectively, "Assets that the Vendor is aware are subject to Preferential Rights'. On or before July 18, 2005, the Purchaser shall advise the Vendor in writing of its bona fide allocations of value for such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide and reasonable, the Vendor shall comply with the applicable provisions of such Preferential Rights and shall, on or before July 22, 2005, serve notices to the Third Parties (and Purchaser if applicable) or (2) lessors' approvals or other consents holding such Preferential Rights, such notices to transfer any part be in a form acceptable to the Purchaser acting reasonably, using the bona fide allocations of the Interests Purchaser. All such notices shall include a request for a waiver of the Preferential Rights held. In the event the Vendor is not satisfied that the allocations of value made by the Purchaser are bona fide and reasonable, the Vendor and Purchaser shall forthwith meet in good faith to discuss the issue. If, after such a meeting, the Vendor and Purchaser are not able to agree upon the value of Assets affected by Preferential Rights, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16. (other then governmental approvals and other consents routinely acquired after a transferc) including The Vendor shall notify the non-transferability requirement Purchaser in writing forthwith upon the exercise or waiver, on or before the Closing Date, if any, of any licensePreferential Rights held by a Third Party, permitprovided however, right-of-waythe Parties acknowledge that the time period in which Third Parties may elect to exercise certain Preferential Rights may not expire until after the Closing Date. The following shall apply with respect to Preferential Rights: (i) Notwithstanding the exercise of a Preferential Right prior to the Closing Date, pipeline franchise the Parties shall proceed with Closing on the Closing Date and the definition of the Assets shall not be amended as a result of the exercise of any Preferential Right; (ii) after Closing on the Closing Date, the Purchaser, as agent for the Partnership, shall cause the Partnership to forthwith assign and convey such Assets in which a Preferential Right has been exercised (whether by notice received before or easementafter the Closing Date), or a requirement for renegotiation upon transfer of ownership (collectivelyutilizing the values determined in accordance with Clause 7(b), "Consents to Assigns"). This Agreement such Third Party and the cash proceeds shall be subject received and retained by the Partnership after Closing; and (iii) the Purchase Price payable by the Purchaser to the Vendor, pursuant to and in accordance with the terms and conditions of such Preferential Rights this Agreement, shall not be adjusted for any Assets assigned and Consents conveyed to Assign. Seller shall use its best efforts a Third Party pursuant to notify the holders of such Preferential Rights of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such properties. if any third party exercises a valid Preferential Right, the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected properties. Seller shall promptly notify Purchaser of the exercise of any Preferenffal Preferential Right and (whether by notice received before or after the Closing Date). (d) In the event the value of the lapse Assets subject to Preferential Rights which have been exercised or for which material consent has not been received seven (7) Business Days prior to the Closing Date exceeds [***] of any applicable period of time within which a Preferential Right must be exercisedthe Purchase Price, then the Purchaser may terminate this Agreement by written notice to the Vendor. Seller shall attempt In the event that Purchaser does not provide such notice to satisfy all Consents to Assign terminate this Agreement on or before five (5) Business Days prior to the Closing Date. If a Consent to Assign is not obtained (and , the Purchaser does not waive the obligation to secure such consent), then the affected properties shall be excluded from deemed to have waived its right to terminate this Agreement and shall proceed with Closing on the Interests Closing Date without any adjustment to the Assets and the Sale Price reduced by Purchase Price. In the event that the Purchaser has elected to terminate this Agreement as provided herein, Clause 14 shall apply. (e) Notwithstanding anything contained herein, Purchaser and the Partnership jointly and severally will: (i) the amount allocated be liable to the affected propertiesVendor for its Losses and Liabilities; and, if the Consent to Assign prohibits the transfer of an oil and gas lease, interest in a unit, or other property, or addition, (ii) indemnify and hold harmless the Vendor and each of its directors, officers, servants, agents and employees from and against all Losses and Liabilities; incurred by Vendor as a result of or in any other caseway relating to any Preferential Right including, an amount mutually agreed to by Purchaser and Seller required to replace any material part without limitation, the failure of the Interests necessary Purchaser, as agent for the continued production Partnership, to subsequently convey any Assets subject to Preferential Rights to any Third Party in accordance with Clause 7(c)(ii) and sale all third party costs incurred by Vendor, Vendor’s cost of hydrocarbons from the Interests, or in the event the parties cannot agree insurance attributable to such amountactivities, then any claims of Third Parties, that portion of Vendor’s costs attributable to overhead associated with such activities, and any goods and services tax applicable thereto in accordance with the affected properties Excise Tax Act (Canada). The provisions of this Clause 7 shall be excluded from survive the Interests and Closing Date for the Sale Price reduced by benefit of the amount allocated to the affected propertiesVendor.

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Purchaser Xxxxxxx that certain of the Interests are or may be subject to (1) preferential purchase rights, rights of first refusal and similar option rights in third parties to purchase a part of the Interests (collectively, "Preferential Rights'") or (2) lessors' approvals or other consents to transfer any part of the Interests (other then than governmental approvals and other consents routinely acquired after a transfer) including the non-transferability requirement of any license, permit, right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer of ownership (collectively, "Consents to AssignsAssign"), including the Preferential Rights and Consents to Assign set forth in Exhibit "C" and "D" to this Agreement which constitute all Preferential Rights and Consents to Assign affecting the Interests of which Venoco is aware. This Agreement shall be subject to the terms and conditions of all such Preferential Rights and Consents to Assign. Seller The Consents to Assign are listed at Exhibit "C". Xxxxxxx acknowledges that Buyer has previously obtained necessary Lessor consents to transfer to Xxxxxxx and Xxxxxxx agrees that, to the extent such consents are material and reasonably applicable to this transaction Xxxxxxx shall waive the requirement of further Lessor consents as to the applicable leases. Promptly following the execution of this Agreement, Venoco shall use its best efforts to notify the holders of such the Preferential Rights listed on Exhibit "D" and Consents to Assign which have not previously been receive or waived, of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such propertiesproperties as set forth at Exhibit "E". if If any third party exercises a valid Preferential Right, Right the affected properties shall be excluded from the Interests and all proceeds paid to Venoco from the Sale Price reduced exercise of any Preferential Right shall be paid from Venoco to Xxxxxxx within ten days of receipt of said proceeds by the amount allocated to the affected propertiesVenoco. Seller Venoco shall promptly notify Purchaser Xxxxxxx of the exercise of any Preferenffal Preferential Right and of the lapse of any applicable period of time within which a Preferential Right must be exercised. Seller shall attempt to satisfy all Consents to Assign prior to the Closing Date. If a material Consent to Assign is not obtained (and Purchaser does not waive then, unless it is waived by Xxxxxxx or it is evident that it will be routinely obtained thereafter, Venoco will continue to use reasonable good faith efforts to obtain said Consent to Assign. In the obligation to secure such consent), then the affected properties shall be excluded from the Interests and the Sale Price reduced by (i) the amount allocated to the affected properties, if the event any successful New Well is drilled or successful New Recompletion operation is conducted upon leases in which a Consent to Assign prohibits the transfer of an oil and gas lease, is required prior to Venoco conveying to Xxxxxxx a recordable interest in such well, Venoco agrees, at its option to either hold the applicable interest in trust for the benefit of Xxxxxxx or to enter into an agreement with Xxxxxxx to pay to Xxxxxxx amounts equal to the economic interest to which Xxxxxxx would be entitled if a unit, or other property, or (ii) in any other case, an amount mutually agreed to by Purchaser and Seller required to replace any material part recordable assignment of the Interests necessary for the continued production and sale of hydrocarbons from the Interests, or appropriate ownership interest in the event the parties cannot agree such well had been tendered to such amount, then the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected propertiesXxxxxxx.

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Purchaser that certain of the Interests are or may be subject to (1) preferential purchase rights, rights of first refusal and similar option rights in third parties to purchase a part of the Interests (collectively, "Preferential Rights'") or (2) lessors' approvals or other consents to transfer any part of the Interests (other then than governmental approvals and other consents routinely acquired after a transfer) , including the non-transferability requirement of any license, permit, right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer of ownership ownership) (collectively, "Consents to AssignsAssign"). This Agreement shall be subject to the terms and conditions of such Preferential Rights and Consents to Assign. Immediately upon the execution of this Agreement, Seller shall use its best efforts to notify the holders of such Preferential Rights of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such propertiesproperty as shown on Exhibit "D". if Seller shall use commercially reasonable efforts to obtain all Consents to Assign and waivers of Preferential Rights (or the exercise thereof). If any third party exercises a valid Preferential Right, the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected properties. Seller shall promptly notify Purchaser of the exercise of any Preferenffal Preferential Right and of the lapse of any applicable period of time within which a Preferential Right must be exercised. Seller shall attempt to satisfy all Consents to Assign prior to the Closing Date. If a Consent to Assign is not obtained (and Purchaser does not waive the obligation to secure such consent)obtained, then the affected properties shall be excluded from the Interests and the Sale Price reduced by (i) the amount allocated to the affected propertiesproperties as shown on Exhibit "D" or "E", if the Consent to Assign prohibits the transfer of an oil and gas lease, interest in a unit, or other property, or (ii) in any other case, an amount mutually agreed to by Purchaser and Seller required to replace any material part of the Interests necessary for the continued production and sale of hydrocarbons from the Interests, or in the event the parties cannot agree to such amount, then the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected properties. In cases in which the Consent to Assign relates to a Contract and the Contract is not transferred to Purchaser at Closing due to the unobtained or unwaived consent requirement, Purchaser, with Seller's full reasonable cooperation, shall continue after Closing to use commercially reasonable efforts to obtain such consent so that such Contract can be transferred to Purchaser upon receipt of the consent. If an unsatisfied consent requirement with respect to which a Sale Price adjustment is made pursuant to this Article 7 and such consent requirement is subsequently satisfied prior to the date of the final adjustment to the Sale Price under Subsection 3.03 hereof, Seller shall be reimbursed in the final adjustment for the amount of the previous deduction from the Sale Price (if the Interest subject to such consent requirement has been transferred to Purchaser). If the holder of the Preferential Right fails to consummate the purchase of the property subject to the Preferential Right, Seller will promptly notify Purchaser. Within ten (10) business days after Purchaser's receipt of such notice or the Closing Date, whichever is later, if Purchaser elects to acquire such property Seller will assign to Purchaser and Purchaser will accept from Seller the property under the terms of this Agreement for a price equal to the amount allocated to such property in Exhibit "D", as adjusted in accordance with the terms of this Agreement.