Common use of Consents to Assignment and Preferential Rights to Purchase Clause in Contracts

Consents to Assignment and Preferential Rights to Purchase. (a) Promptly after the Execution Date (but no later than three Business Days thereafter), Seller shall prepare and send (i) notices to the holders of any required consents to assignment requesting consents to, (A) if not already obtained, the transfer of the Assets from Liberty to Kodiak Williston pursuant to the Liberty PSA and (B) the Conveyances and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights with respect to the Conveyances, in each case, in compliance with the terms of such rights and requesting waivers of such rights. Seller shall use commercially reasonable efforts to cause such consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to Closing (provided that Seller shall not be obligated to make any payments or undertake obligations in connection with the obtaining of such consents and waiver of preferential rights); and shall provide Purchaser with copies of all notices sent pursuant to this Section 6.3(a) and, promptly after Sellers’ receipt thereof (but no later than three Business Days thereafter), any responses from the holders of such consents and preferential purchase rights (or similar rights), as applicable, to such notices. Purchaser shall reasonably cooperate with Seller in seeking to obtain such consents to assignment and waivers of preferential rights. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful Closing of this Agreement pursuant to ARTICLE 8 as to those Assets for which preferential purchase rights have not been exercised. The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices shall be the Allocated Value for such Asset, subject to adjustment pursuant to Section 3.4. If, prior to the Closing Date, any Party discovers any required consents or preferential rights to purchase (applying to the Assets) for which notices have not been delivered pursuant to the first sentence of this Section 6.3(a), then (A) the Party making such discovery shall provide the other Party with written notification of such consents or preferential rights, as applicable, (B) Seller, following delivery or receipt of such written notification, will promptly send notices to the holders of the required consents requesting consents to the Conveyances and notices to the holders of preferential rights to purchase in compliance with the terms of such rights and requesting waivers of such rights and (C) the terms and conditions of this Section 6.3 shall apply to the Assets subject to such consents or preferential rights to purchase, as applicable.

Consents to Assignment and Preferential Rights to Purchase. (a) 5.5.1 Promptly after the Execution Date (but no later than three Business Days thereafter)date of the delivery of the Closing Notice pursuant to Section 6.1, Seller shall prepare and send (i) notices to the holders of any required Required Consents requesting consents to assignment requesting consents to, (A) if not already obtained, the transfer of the Assets from Liberty to Kodiak Williston pursuant to the Liberty PSA and (B) the Conveyances conveyances contemplated hereunder and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights with respect to the Conveyances, in each case, PPR in compliance with the terms of such rights and requesting waivers of such rights. Seller shall use commercially reasonable efforts (at its sole expense) to cause such consents to assignment and waivers of preferential rights to purchase or similar rights PPR (or the exercise thereof) to be obtained and delivered prior to Closing (provided that Seller the Closing. Buyer shall not be obligated to make any payments or undertake obligations in connection with the obtaining of such consents and waiver of preferential rights); and shall provide Purchaser with copies of all notices sent pursuant to this Section 6.3(a) and, promptly after Sellers’ receipt thereof (but no later than three Business Days thereafter), any responses from the holders of such consents and preferential purchase rights (or similar rights), as applicable, to such notices. Purchaser shall reasonably cooperate with Seller in seeking to obtain such consents to assignment and waivers of preferential rightsPPR. Any preferential purchase right PPR must be exercised subject to all terms and conditions set forth in this Agreement, including the successful Closing of this Agreement pursuant to ARTICLE 8 as to those Assets for which preferential purchase rights have not been exercisedAgreement. The consideration payable under this Agreement for any particular Asset Property for purposes of preferential purchase right PPR notices shall be the Allocated Value for such Asset, subject to adjustment pursuant to Section 3.4Property. If, prior to the Closing Date, any Party discovers any required consents Required Consents or preferential rights to purchase PPR (applying to the AssetsProperties) for which notices have not been delivered pursuant to the first sentence of this Section 6.3(a)paragraph, then (A) the Party making such discovery shall provide the other Party with written notification of such consents or preferential rightsPPR, as applicable, (B) Seller, following delivery or receipt of such written notification, will promptly send notices to the holders of the required consents Required Consents requesting consents to the Conveyances conveyances contemplated hereunder and notices to the holders of preferential rights to purchase PPR in compliance with the terms of such rights and requesting waivers of such rights and (C) the terms and conditions of this Section 6.3 5.5.1 shall apply to the Assets Properties subject to such consents or preferential rights to purchasePPR, as applicable.

Consents to Assignment and Preferential Rights to Purchase. (a) Promptly after the Execution Date (but no later than three Business Days thereafter)Where necessary to effectuate any Assignment or Leasehold Assignment, Seller as to each Participation Well, APC shall prepare and send timely (ia) notices to the holders of any required consents to assignment requesting consents to, (A) if not already obtained, the transfer of the Assets from Liberty to Kodiak Williston pursuant to the Liberty PSA transactions contemplated by this Agreement and (B) the Conveyances and (iib) notices to the holders of any applicable preferential rights to purchase or similar rights with respect to the Conveyances, in each case, in compliance with the terms of such rights and requesting waivers of such rights. Seller The Parties shall use commercially reasonable efforts to cause such consents Consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to Closing (provided that Seller in a timely fashion. Notwithstanding the immediately preceding sentence, APC shall not be obligated required to make any payments or undertake obligations in connection with to or for the obtaining benefit of such consents and waiver of preferential rights); and shall provide Purchaser with copies of all notices sent pursuant to this Section 6.3(a) and, promptly after Sellers’ receipt thereof (but no later than three Business Days thereafter), any responses from the holders of such rights in order to obtain the required consents and preferential purchase waivers, provided however, APC shall confer with Participant if such payments or obligations are requested by the holders of such rights (before APC rejects any such requests or similar rights), as applicable, to such noticesdemands. Purchaser Participant shall reasonably cooperate with Seller APC in seeking to obtain such consents Consents to assignment and waivers of preferential rights. Any preferential purchase right must APC shall not be exercised subject to all terms in default of this Agreement if any consents or waivers are not obtained under this Section 3.1, and conditions set forth Participant shall have no recourse against APC if such consents or waivers are not obtained, except as expressly provided in this Agreement. Schedule 3.1 sets forth all parties APC that, including the successful Closing of this Agreement pursuant to ARTICLE 8 as to those Assets for which preferential purchase APC’s actual knowledge, have consent rights have not been exercised. The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices shall be the Allocated Value for such Asset, subject to adjustment pursuant to Section 3.4. If, prior with respect to the Closing Date, any Party discovers any required consents or preferential rights to purchase (applying to the Acquired Assets) for which notices have not been delivered pursuant to the first sentence of this Section 6.3(a), then (A) the Party making such discovery shall provide the other Party with written notification of such consents or preferential rights, as applicable, (B) Seller, following delivery or receipt of such written notification, will promptly send notices to the holders of the required consents requesting consents to the Conveyances and notices to the holders of preferential rights to purchase in compliance with the terms of such rights and requesting waivers of such rights and (C) the terms and conditions of this Section 6.3 shall apply to the Assets subject to such consents or preferential rights to purchase, as applicable.

Consents to Assignment and Preferential Rights to Purchase. (a) Promptly after the Execution Date (Promptly, but no later than three five (5) Business Days thereafter)Days, after the Execution Date, Seller shall prepare and send (i) notices to the holders of any required consents to assignment that are set forth on Schedule 6.1(i) requesting consents to, (A) if not already obtained, the transfer of the Assets from Liberty to Kodiak Williston pursuant to the Liberty PSA and (B) the Conveyances transactions contemplated by this Agreement and (ii) notices to the holders of any applicable preferential rights to purchase or similar rights with respect to the Conveyances, in each case, that are set forth on Schedule 6.1(i) in compliance with the terms of such rights and requesting waivers of such rights, which such notices shall be in the form attached as Exhibit F. With respect to any required consent to assignment, preferential right to purchase or similar right, in each case, that would have been required to be set forth on Schedule 6.1(i) had Seller had knowledge of such consent, preferential right or similar right prior to the Execution Date, but which consent, preferential right or similar right is not set forth on Schedule 6.1(i) and is discovered by Seller or Purchaser prior to Closing, Seller shall send to the holder of each such consent, preferential right or similar right a notice pursuant to the terms of the prior sentence as soon as reasonably practicable (but in no event later than five Business Days after discovery of any such consent, preferential right or similar right). The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices shall be the Allocated Value for such Asset. Seller shall use commercially reasonable efforts (at no unreasonable out-of-pocket cost to Seller) to cause such consents to assignment and waivers of preferential rights to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to Closing (provided that Seller shall not be obligated to make any payments or undertake obligations in connection with the obtaining of such consents and waiver of preferential rights); and shall provide Purchaser with copies of all notices sent pursuant to this Section 6.3(a) and, promptly after Sellers’ receipt thereof (but no later than three Business Days thereafter), any responses from the holders of such consents and preferential purchase rights (or similar rights), as applicable, to such noticesClosing. Purchaser shall reasonably cooperate (at no unreasonable out-of-pocket cost to Purchaser) with Seller in seeking to obtain such consents to assignment and waivers of preferential rights. Any preferential purchase right must be exercised subject Solely with respect to all terms and conditions consents set forth on Schedule 6.1(i), at Closing, Purchaser will provide such additional collateral or security to meet reasonable financial requirements demanded by counterparties in this Agreementorder to obtain consents from such counterparties. In the event Purchaser (or its designee) fails to provide such reasonable adequate assurance to a counterparty or a counterparty reasonably rejects such adequate assurance, including the successful Closing Purchaser shall provide to Seller, at Closing, either (i) an irrevocable standby letter of this Agreement pursuant credit, commercial bank guarantee, surety bond or similar credit support instrument that is issued by a financial institution that has a credit rating of “A-” or better by Standard & Poor’s Rating Group or Fitch Ratings Ltd. or “A3” or better by Xxxxx’x Investor Service Inc. or (ii) a guaranty from a creditworthy entity reasonably acceptable to ARTICLE 8 as to those Assets for which preferential purchase rights have not been exercisedSeller. The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices Such credit support instrument shall be in a form reasonably acceptable to Seller and in an amount reasonably determined by Seller. Seller may draw upon (or seek payment under) such credit support instrument in the Allocated Value for such Asset, subject to adjustment pursuant to Section 3.4. If, prior to event Purchaser (or its designee) does not fulfill the Closing Date, any Party discovers any required consents or preferential rights to purchase (applying obligations as to the Assets) for which notices have not been delivered pursuant to the first sentence of this Section 6.3(a), then (A) the Party making such discovery shall provide the other Party with written notification of such consents or preferential rights, as applicable, (B) Seller, following delivery or receipt of such written notification, will promptly send notices to the holders of the required consents requesting consents to the Conveyances and notices to the holders of preferential rights to purchase in compliance with the terms of such rights and requesting waivers of such rights and (C) the terms and conditions of this Section 6.3 shall apply to the Assets subject to such consents or preferential rights to purchase, as applicable.

Consents to Assignment and Preferential Rights to Purchase. (a) Promptly after the Execution Date Seller shall notify Buyer at least ten (but no later than three 10) Business Days thereafter), Seller shall prepare and send (i) notices prior to Closing of all required third-party consents to the holders of any required consents to assignment requesting consents to, (A) if not already obtained, the transfer of the Assets from Liberty to Kodiak Williston pursuant to the Liberty PSA Buyer which have not been obtained and (B) the Conveyances and (ii) notices to the holders of any applicable preferential rights to purchase which have not been waived and the Assets to which they pertain, as well as advise Buyer if the assignment of any Contract or similar other Asset without obtaining a consent would result in termination or material impairment of Seller's rights with respect in such Contract or other Asset. In no event shall there be included in the Conveyances at Closing any Asset subject to a consent requirement that provides that transfer of the Asset without consent will result in a termination or other material impairment of any rights in relation to such Asset. In cases where the Asset subject to such a requirement is a Contract and Buyer is assigned the Properties to which the Contract relates, but the Contract is not transferred to Buyer due to the Conveyancesunwaived consent requirement, in each case, in compliance with the terms of such rights and requesting waivers of such rights. Seller shall continue after Closing to use commercially reasonable efforts to cause obtain such consents consent so that such Contract can be transferred to assignment Buyer upon receipt of such consent. In cases where the Asset subject to such a requirement is a Property and waivers the third-party consent to the sale and transfer of the Property is not obtained, or the preferential rights right to purchase or similar rights (or the exercise thereof) to be obtained and delivered prior to Closing (provided that Seller shall not be obligated to make any payments or undertake obligations in connection with the obtaining of such consents and waiver of preferential rights); and shall provide Purchaser with copies of all notices sent pursuant to this Section 6.3(a) and, promptly after Sellers’ receipt thereof (but no later than three Business Days thereafter), any responses from the holders of such consents and preferential purchase rights (or similar rights), as applicable, to such notices. Purchaser shall reasonably cooperate with Seller in seeking to obtain such consents to assignment and waivers of preferential rights. Any preferential purchase right must be exercised subject to all terms and conditions set forth in this Agreement, including the successful Closing of this Agreement pursuant to ARTICLE 8 as to those Assets for which preferential purchase rights have has not been exercised. The consideration payable under this Agreement for any particular Asset for purposes of preferential purchase right notices shall be the Allocated Value for such Asset, subject to adjustment pursuant to Section 3.4. Ifwaived, prior to the Closing Date, any Party discovers any required consents Buyer may elect to treat the unsatisfied consent requirement or unwaived preferential right to purchase as a Title Defect and receive the appropriate purchase price adjustment under Section 2.3(b) by giving Seller notice thereof in accordance with Section 3.4(a), except that such notice may be given up to one (1) Business Day prior to the Closing Date. If an unsatisfied consent or preferential rights right to purchase (applying requirement with respect to which a Purchase Price adjustment is made under Section 3.4 is subsequently satisfied prior to the Assets) for which notices have not been delivered pursuant date of the final adjustment to the first sentence Purchase Price under Section 8.4(b), conveyance of the Asset shall be promptly made to Buyer and Seller shall be paid the amount of the previous reduction in the Purchase Price and the provisions of this Section 6.3(a), then (A) the Party making such discovery 3.5 shall provide the other Party with written notification of such consents or preferential rights, as applicable, (B) Seller, following delivery or receipt of such written notification, will promptly send notices to the holders of the required consents requesting consents to the Conveyances and notices to the holders of preferential rights to purchase in compliance with the terms of such rights and requesting waivers of such rights and (C) the terms and conditions of this Section 6.3 shall apply to the Assets subject to such consents or preferential rights to purchase, as applicableno longer apply.