Common use of Potential Acquisitions Clause in Contracts

Potential Acquisitions. (a) Upon the identification by any of the Resource Entities or the MLP of any properties or leases within the Area of Mutual Interest for possible acquisition by the Resource Entities, the MLP or any Affiliate (each, a "Potential Acquisition") that include a Third Party Gathering System and related easements, fixtures and facilities (the "Identified Third Party Gathering System"), the identifying party shall give Notice to the other party of the identification of such proposed acquisition. To aid the Resource Entities in identifying such possible acquisitions, Exhibit F attached hereto sets forth general criteria by which the MLP expects to value any potential acquisition, which exhibit may be amended from time to time by Notice from the MLP to the Resource Entities, and which the Resource Entities acknowledge do not constitute strict criteria. The Notice shall identify the seller and the proposed sales price of the Potential Acquisition, and shall include all written information about the Potential Acquisition provided to the identifying party by or on behalf of the seller, and any information or analyses compiled by the identifying party or that the identifying party has in its possession from other sources. (b) The MLP and the Resource Entities shall then proceed jointly to formulate a bid for the Potential Acquisition, with the MLP's bid to be for the Identified Third Party Gathering System and the Resource Entities' bid to be for the remaining properties, ▇▇▇▇▇ and/or leases. The parties agree to use all reasonable business efforts to effect their bids within the time frame specified by the applicable seller. At any time during the bid process but before the execution of any definitive documents with respect to the purchase of the Potential Acquisition, either the MLP or the Resource Entities may give Notice to the other of their desire not to continue with the bid. In such case, the other party may continue with the bid for its own account and with no obligation to the other under this Agreement with respect to the properties then identified to be included in the Potential Acquisition. (c) In connection with the MLP's bid, the MLP shall give Notice to Atlas America of the Operating Fee the MLP proposes to be applicable to the Identified Third Party Gathering System. Atlas America shall then elect by Notice to the MLP whether Atlas America agrees to operate the Identified Third Party Gathering System under this Agreement with the application of that Operating Fee or not. If Atlas America agrees thereto and the Potential Acquisition is completed, the Identified Gathering System shall become a part of the Gathering System subject to the applicable Operating Fee, and the gas delivered through the Identified Third Party Gathering System will be subject to the Gathering Fee. If Atlas America does not so elect to operate the Identified Third Party Gathering System, the MLP shall give Notice to the Resource Entities of the MLP's election (i) to continue with the bid process and the potential completion of the Potential Acquisition using another Person to operate the Identified Third Party Gathering System, or (ii) to not continue the bid process and to not participate in the Potential Acquisition. In the case of clause (i), upon completion of the Potential Acquisition, the Identified Third Party Gathering System shall become a part of the Gathering System and the gas delivered through the Identified Third Party Gathering System will be subject to the Gathering Fee, but no Operating Fee shall be due to Atlas America with respect thereto; provided, however, that the Operating Fee agreed to, or paid by, the MLP to the other Person for operating the Identified Third Party Gathering System shall be no more than that proposed by the MLP to Atlas America. In the case of clause (ii), the Resource Entities may continue with the bid for their own account and with no obligation to the MLP under this Agreement with respect to the properties then identified to be included in the Potential Acquisition. (d) If the joint bid for the Potential Acquisition is rejected, either party may bid for the Potential Acquisition for its own account and such Potential Acquisition, if completed, shall not be subject to the terms of this Agreement. (e) The Resource Entities and the MLP shall not, and shall cause their Affiliates not to, acquire any Third Party Gathering System within the Area of Mutual Interest without compliance with the terms of this Agreement.

Potential Acquisitions. (a) Upon Subject to Citadel entering into a confidentiality agreement with the identification by Company on terms reasonably acceptable to Citadel and the Company, the Company shall notify Citadel of any plan of all or a material portion of the Resource Entities acquisition of assets or securities of another Person if such Person’s assets or operations are primarily in the MLP of any properties or leases within PRC, including the Area of Mutual Interest for possible acquisition by the Resource Entities, the MLP or any Affiliate Acquisition (eacheach such acquisition, a "“Potential Acquisition") that include a Third Party Gathering System and related easements, fixtures and facilities (the "Identified Third Party Gathering System"”), the identifying party shall give Notice and provide Citadel with all material documents pertaining to the other party of the identification of such proposed acquisition. To aid the Resource Entities in identifying such possible acquisitions, Exhibit F attached hereto sets forth general criteria by which the MLP expects to value any potential acquisition, which exhibit may be amended from time to time by Notice from the MLP to the Resource Entities, and which the Resource Entities acknowledge do not constitute strict criteria. The Notice shall identify the seller and the proposed sales price of the each Potential Acquisition, including but not limited to, any and shall include all written information about agreements, memorandums of understanding, term sheets or letters of intent, whether in draft or executed form, together with any and all applications, forms or similar documents (including exhibits, schedules and annexures thereto) prepared for the Potential purpose of filing or registrations with, or obtaining consents, approvals, authorizations, licenses or orders of, any Governmental Authority under all Applicable Laws (the “Acquisition provided to the identifying party Documents”) and all other material documents reasonably requested by or on behalf Citadel, reasonably in advance of the seller, and any information or analyses compiled by the identifying party or that the identifying party has in its possession from other sources. (b) The MLP and the Resource Entities shall then proceed jointly to formulate a bid for the Potential Acquisition, with the MLP's bid to be for the Identified Third Party Gathering System and the Resource Entities' bid to be for the remaining properties, ▇▇▇▇▇ and/or leases. The parties agree to use all reasonable business efforts to effect their bids within the time frame specified by the applicable seller. At any time during the bid process but before the execution consummation of any definitive documents with respect to the purchase of the Potential Acquisition, either the MLP or the Resource Entities may give Notice to the other of their desire not to continue with the bid. In such case, the other party may continue with the bid for its own account and with no obligation to the other under this Agreement with respect to the properties then identified to be included in the Potential Acquisition. (c) In connection with the MLP's bid, the MLP shall give Notice to Atlas America of the Operating Fee the MLP proposes to be applicable to the Identified Third Party Gathering System. Atlas America shall then elect by Notice to the MLP whether Atlas America agrees to operate the Identified Third Party Gathering System under this Agreement with the application of that Operating Fee or not. If Atlas America agrees thereto and the Potential Acquisition is completed, the Identified Gathering System shall become a part of the Gathering System subject to the applicable Operating Fee, and the gas delivered through the Identified Third Party Gathering System will be subject to the Gathering Fee. If Atlas America does not so elect to operate the Identified Third Party Gathering System, the MLP shall give Notice to the Resource Entities of the MLP's election (i) to continue with the bid process and the potential completion of the Potential Acquisition using another Person to operate the Identified Third Party Gathering System, or (ii) to not continue the bid process and to not participate in the Potential Acquisition. In the case of clause (i), upon completion of the Potential Acquisition, the Identified Third Party Gathering System shall become a part of the Gathering System and the gas delivered through the Identified Third Party Gathering System will be subject to the Gathering Fee, but no Operating Fee shall be due to Atlas America with respect thereto; provided, however, that the Operating Fee agreed to, or paid by, the MLP to the other Person for operating the Identified Third Party Gathering System shall be no more than that proposed by the MLP to Atlas America. In the case of clause (ii), the Resource Entities may continue with the bid for their own account and with no obligation to the MLP under this Agreement with respect to the properties then identified to be included in the Potential Acquisition. (d) If the joint bid for the Potential Acquisition is rejected, either party may bid for the Potential Acquisition for its own account and such Potential Acquisition, if completedfor Citadel and its counsels to review, and provide comments and suggestions on, the legal structure contemplated by the Acquisition Documents. Citadel shall not be subject provide any such comments to the terms Company as promptly as possible and, in any event, no later than three (3) business days from the receipt of this Agreement. (e) all Acquisition Documents provided that the Acquisition Documents are timely delivered by the Company to Citadel. The Resource Entities Company covenants that it shall reflect, and cause to be reflected, in such Acquisition Documents and the MLP legal structure contemplated thereby, any comments and suggestions provided by Citadel and its counsels, that, in the opinion of such counsel, are required or necessary to comply with all Applicable Laws and all conditions and requirements under any filings, registrations, consents, approvals, authorizations, licenses or orders of any Governmental Authority relating to such Potential Acquisition; provided, that, for the avoidance of doubt, the Company shall, at all times, comply with all Applicable Laws and all conditions and requirements under any filings, registrations, consents, approvals, authorizations, licenses or orders of any Governmental Authority relating to any Potential Acquisition. All legal fees incurred by Citadel in connection with such review and comment shall not, and shall cause their Affiliates not to, acquire any Third Party Gathering System within the Area of Mutual Interest without compliance with the terms of this Agreementbe borne by Citadel.