Identified ROFRs definition
Examples of Identified ROFRs in a sentence
Vendor shall comply with the terms of each of the Identified ROFRs exercised by the holders thereof by selling and conveying to such holders the portion of the Assets which are subject to such exercised Identified ROFR.
Except for Identified ROFRs, there are no ROFRS which, if triggered and exercised would result in a reduction to more than ten percent (10%) of the net acreage comprised in the WCBU Lands.
Insofar as any Third Party validly elects to exercise or waive any Identified ROFRs for which notices were issued pursuant to Section 7.2, Vendor will promptly notify Purchaser of that exercise or waiver.
Purchaser will supply to Vendor, in good faith and on a reasonable basis, within three (3) Business Days after the execution hereof, its bona fide value or allocation of the Base Purchase Price to the Assets to which the Identified ROFRs, if any, relate (the “ROFR Allocations”).
Within five (5) Business Days of Purchaser’s receipt of such notice, Purchaser shall advise DCC in writing of its bona fide allocations of value for DCC’s interest in and to the Scheduled Assets which are subject to the Identified ROFRs (the ”ROFR Value”).
Vendor shall issue notices to the Third Parties holding Identified ROFRs (the “ROFR Holders”) in accordance with the applicable provisions of such rights no later than five (5) Business Days after execution of this Agreement.
If any Identified ROFRs are exercised by the holders thereof this Agreement shall be deemed to have been amended, effective as of the date of this Agreement, to exclude the applicable Assets from the definitions of "Assets", "Major Facilities", "Miscellaneous Interests", "Petroleum and Natural Gas Rights", "Tangibles" and "W▇▇▇▇", as may be applicable, and to reduce the Base Price by the aggregate of the values allocated to such Assets as provided in Clause 10.1(a).
If any Identified ROFRs are exercised by the holders thereof this Agreement shall be deemed to have been amended, effective as of the date of this Agreement, to exclude the applicable Assets from the definitions of "Assets", "Major Facilities and Pipelines", "Miscellaneous Interests", "Petroleum and Natural Gas Rights", "Tangibles" and "▇▇▇▇▇", as may be applicable, and to reduce the Purchase Price by the aggregate of the values allocated to such Assets as provided in Clause 7.1(a).
HWN shall issue notices to the third parties holding Identified ROFRs (the “ROFR Holders”) in accordance with the applicable provisions of such ROFRs no later than three (3) Business Days after Epsilon provides the ROFR Allocations in accordance with Section 3.1.
HWN shall comply with the terms of each of the Identified ROFRs exercised by the ROFR Holders thereof by selling and conveying to such ROFR Holders the portion of the Mutual Interest Lands which are subject to such exercised Identified ROFR and pay Epsilon the ROFR Allocation amount plus applicable taxes.