Common use of THIRD PARTY RIGHTS AND CONSENTS Clause in Contracts

THIRD PARTY RIGHTS AND CONSENTS. It is understood by 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 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 Assign"), 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. 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 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 properties as set forth at Exhibit "E". If any third party exercises a valid Preferential Right the affected properties shall be excluded from the Interests and all proceeds paid to Venoco from the exercise of any Preferential Right shall be paid from Venoco to Xxxxxxx within ten days of receipt of said proceeds by Venoco. Venoco shall promptly notify Xxxxxxx of the exercise of any Preferential Right and of the lapse of any applicable period of time within which a Preferential Right must be exercised. If a material Consent to Assign is not obtained 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 event any successful New Well is drilled or successful New Recompletion operation is conducted upon leases in which a Consent to Assign 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 recordable assignment of the appropriate ownership interest in such well had been tendered to Xxxxxxx.

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Xxxxxxx 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 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 Assign"), 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. 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 thatNot later than 12:00 p.m. local Denver time on March 26, to the extent such consents are material and reasonably applicable to this transaction Xxxxxxx 1997, Seller 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 the Preferential Rights listed on Exhibit "D" and identify those Consents to Assign which have not previously been receive or waivedobtained, of and the proposed transfer of Real Properties affected thereby. The Sale Price payable at Closing shall be adjusted by the amount allocated to the affected properties and the amount of the Sale Price allocated to such properties as set forth at Real Property in Exhibit "ED". If Purchaser shall receive an adjustment at the Closing on account of any third party exercises Consent to Assign that has not been obtained, then Seller shall have until a valid Preferential Right 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 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 amount allocated to the affected properties Real Property in Exhibit "D", together with interest at the 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 Post Closing Adjustment Date, then the affected Real Property shall be excluded from the Interests and all proceeds paid to Venoco from the exercise of any Preferential Right shall be paid from Venoco to Xxxxxxx within ten days of receipt of said proceeds Sale Price reduced by Venoco. Venoco shall promptly notify Xxxxxxx of the exercise of any Preferential Right and of the lapse of any applicable period of time within which a Preferential Right must be exercised. If a material Consent to Assign is not obtained 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 event any successful New Well is drilled or successful New Recompletion operation is conducted upon leases in which a Consent to Assign 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 amount allocated to the economic interest to which Xxxxxxx would be entitled if affected Real Property in Exhibit "D", and the Seller shall issue a recordable assignment of the appropriate ownership interest final settlement statement in such well had been tendered to Xxxxxxxconnection therewith.

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Xxxxxxx 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 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 Assign"), 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. 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 Immediately upon the execution of this Agreement, Venoco Seller shall use its best efforts to notify the holders of the such 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 properties property as set forth at shown on Exhibit "ED". 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 Right, the affected properties shall be excluded from the Interests and all proceeds paid the Sale Price reduced by the amount allocated to Venoco from the exercise of any Preferential Right shall be paid from Venoco to Xxxxxxx within ten days of receipt of said proceeds by Venocoaffected properties. Venoco Seller shall promptly notify Xxxxxxx Purchaser of the exercise of any Preferential Right and of the lapse of any applicable period of time within which a Preferential Right must be exercised. If a material Consent to Assign is not obtained thenobtained, unless it then the affected properties shall be excluded from the Interests and the Sale Price reduced by (i) the amount allocated to the affected properties 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 waived by Xxxxxxx not transferred to Purchaser at Closing due to the unobtained or it is evident that it will be routinely obtained thereafterunwaived consent requirement, Venoco will Purchaser, with Seller's full reasonable cooperation, shall continue after Closing to use commercially reasonable good faith efforts to obtain said Consent such consent so that such Contract can be transferred to AssignPurchaser upon receipt of the consent. In the event any successful New Well is drilled or successful New Recompletion operation is conducted upon leases in If an unsatisfied consent requirement with respect to which a Consent Sale Price adjustment is made pursuant to Assign this Article 7 and such consent requirement is required subsequently satisfied prior to Venoco conveying the date of the final adjustment to Xxxxxxx a recordable interest the Sale Price under Subsection 3.03 hereof, Seller shall be reimbursed in such well, Venoco agrees, at its option to either hold the applicable interest in trust final adjustment for the benefit amount of Xxxxxxx 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 enter into an agreement with Xxxxxxx acquire such property Seller will assign to pay to Xxxxxxx amounts Purchaser and Purchaser will accept from Seller the property under the terms of this Agreement for a price equal to the economic interest amount allocated to which Xxxxxxx would be entitled if a recordable assignment such property in Exhibit "D", as adjusted in accordance with the terms of the appropriate ownership interest in such well had been tendered to Xxxxxxxthis Agreement.

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Xxxxxxx 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 RightsPREFERENTIAL RIGHTS") or (2) lessors' approvals or other consents to transfer any part of the Interests (other 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 AssignCONSENTS TO ASSIGN"), 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. 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 Seller shall use its best efforts to notify the holders of the such 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 properties as set forth at Exhibit "E"properties. If any third party exercises a valid Preferential Right Right, the affected properties shall be excluded from the Interests and all proceeds paid the Sale Price reduced by the amount allocated to Venoco from the exercise of any Preferential Right shall be paid from Venoco to Xxxxxxx within ten days of receipt of said proceeds by Venocoaffected properties. Venoco Seller shall promptly notify Xxxxxxx Purchaser of the exercise of any 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 Consent to Assign prior to the Closing Date. If a material Consent to Assign is not obtained thenobtained, unless it is waived then the affected properties shall be excluded from the Interests and the Sale Price reduced by Xxxxxxx or it is evident that it will be routinely obtained thereafter(1) the amount EXHIBIT 10.20 allocated to the affected properties, Venoco will continue to use reasonable good faith efforts to obtain said Consent to Assign. In if the event any successful New Well is drilled or successful New Recompletion operation is conducted upon leases in which a Consent to Assign is required prior to Venoco conveying to Xxxxxxx a recordable prohibits the transfer of an oil and gas lease, interest in such wella unit, Venoco agreesor other property, at its option or (ii) in any other case, an amount mutually agreed to either hold by Purchaser and Seller required to replace any material part of the applicable interest in trust Interests necessary for the benefit continued production and sale of Xxxxxxx hydrocarbons from the Interests, or in the event the parties cannot agree to enter into an agreement with Xxxxxxx to pay to Xxxxxxx amounts equal such amount, then the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the economic interest to which Xxxxxxx would be entitled if a recordable assignment of the appropriate ownership interest in such well had been tendered to Xxxxxxxaffected properties.

THIRD PARTY RIGHTS AND CONSENTS. It is understood by Xxxxxxx 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 than 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 AssignAssigns"), 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. 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 Seller shall use its best efforts to notify the holders of the such 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 properties as set forth at Exhibit "E"properties. If if any third party exercises a valid Preferential Right Right, the affected properties shall be excluded from the Interests and all proceeds paid the Sale Price reduced by the amount allocated to Venoco from the exercise of any Preferential Right shall be paid from Venoco to Xxxxxxx within ten days of receipt of said proceeds by Venocoaffected properties. Venoco Seller shall promptly notify Xxxxxxx Purchaser of the exercise of any Preferential 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 material Consent to Assign is not obtained then(and Purchaser does not waive the obligation to secure such consent), unless it is waived then the affected properties shall be excluded from the Interests and the Sale Price reduced by Xxxxxxx or it is evident that it will be routinely obtained thereafter(i) the amount allocated to the affected properties, Venoco will continue to use reasonable good faith efforts to obtain said Consent to Assign. In if the event any successful New Well is drilled or successful New Recompletion operation is conducted upon leases in which a Consent to Assign is required prior to Venoco conveying to Xxxxxxx a recordable prohibits the transfer of an oil and gas lease, interest in such wella unit, Venoco agreesor other property, at its option or (ii) in any other case, an amount mutually agreed to either hold by Purchaser and Seller required to replace any material part of the applicable interest in trust Interests necessary for the benefit continued production and sale of Xxxxxxx hydrocarbons from the Interests, or in the event the parties cannot agree to enter into an agreement with Xxxxxxx to pay to Xxxxxxx amounts equal such amount, then the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the economic interest to which Xxxxxxx would be entitled if a recordable assignment of the appropriate ownership interest in such well had been tendered to Xxxxxxxaffected properties.