Common use of Preferential Purchase Rights Clause in Contracts

Preferential Purchase Rights. Prior to Closing, Seller shall use commercially reasonable efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and the Purchase Price shall be adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. Prior to Closing, Seller shall use commercially reasonable efforts make a good faith effort to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable identify Preferential Purchase Rights to Buyer and shall include promptly give notices to third parties holding any Preferential Purchase Right. Seller shall use all reasonable efforts, but without obligation to incur any unreasonable cost or expense, to obtain waivers of, or to comply with, any such language as reasonably requested by Buyer Preferential Purchase Right prior to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right Preferential Purchase Right is properly exercised by a third party prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and the Base Purchase Price shall be adjusted downward reduced by the Allocated Value amount allocated to each affected Lease Asset in Exhibit G, and Seller shall convey the affected Lease Assets to the holder of such Property in accordance with Section 2.2(b)(iv)right and be entitled to all amounts paid by such holder. IfIf a holder exercises its Preferential Purchase Right but fails to consummate the purchase within the required time frame for such right, whether before or after Closing, Seller agrees to convey the affected Lease Assets to Buyer effective as of the Effective Time, and Buyer agrees to pay Seller the allocated amount for the affected Lease Assets as set forth in Exhibit G. If a Preferential Purchase Right is exercised after Closing, any Property is subject Buyer shall convey the affected Lease Assets to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each of such case, then all documentation to be delivered at Closing with respect to such affected Property right on the same terms and any associated Listed Interest and other Properties (collectively, conditions under which Seller conveyed the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered Subject Assets to Buyer and the Purchase Price shall be adjusted downward entitled to all amounts paid by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Propertiesholder.

Preferential Purchase Rights. Prior Within five (5) business days following the execution and delivery of this Agreement, the Xxxxx-Xxxx Parties will provide written notice in form and substance satisfactory to ClosingBuyer to any persons under the Lease, Seller shall use commercially reasonable efforts Contract or agreement requiring a preferential purchase, right of first refusal, or similar option (a “Preferential Right”). Upon receipt of notice hereunder, the Xxxxx-Xxxx Parties will notify Buyer within five (5) business days of (a) any Preferential Rights exercised, waived or deemed waived, or (b) lapse of the requisite time periods without exercise of such Preferential Rights. Subject to notify the holder of each preferential purchase conditions in Section 6.02(d) and the right set forth on Schedule 3.1(jto terminate this Agreement under Section 9.01(c) hereof), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in if a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right Preferential Right is duly exercised prior to Closing, then the affected Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement deemed Excluded Assets, and the Purchase Price shall be adjusted reduced by the Allocated Value thereof. However, five (5) days prior to the Closing Date, if a Preferential Right has not been waived or exercised, and the requisite exercise period for such Preferential Right have not elapsed, then the Xxxxx-Xxxx Parties or Buyer may exclude the affected Properties from the assets and properties to which Xxxxx-Xxxx FB/M Successor or Pillar FB/M Successor succeeds as a result of the Mergers, adjust the Purchase Price downward by the Allocated Value of such Property Properties, and such affected Properties shall be deemed to be Excluded Assets; provided, however, that if the required waiver of Preferential Rights is obtained within ninety (90) days after Closing, the affected Properties will be deemed to have been included in accordance with Section 2.2(b)(iv). If, the Properties to which Xxxxx-Xxxx FB/M Successor or Pillar FB/M Successor succeeded as a result of the Mergers as of the Closing, any Property is subject effective time of the Mergers (and to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectivelyextent requested by Buyer, the “Affected Pref Property”) (including a separate Assignment transferring parties shall execute such Affected Pref Property amendments to Buyer) shall the articles of merger or execute and deliver such conveyances as may be fully executed necessary to accomplish such result), and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by will pay the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right thereof to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties Xxxxx-Xxxx Holdings and Pillar Holdings (subject to this Agreement. Seller shall promptly advise adjustments provided herein), within ten (10) business days of written notice by the Xxxxx-Xxxx Parties to Buyer that such Preferential Rights have been waived (with a copy of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Propertiesevidence thereof).

Preferential Purchase Rights. All preferential rights to purchase that are necessary for Laramie or Delta, as applicable, to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b)(1), with respect to Laramie, and Schedule 4.4(b)(2), with respect to Delta. Prior to Closing, Seller Laramie or Delta, as applicable, shall use commercially reasonable efforts to notify give the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur notices required in connection with such preferential purchase rights, together with any other preferential rights to purchase discovered by the other Party prior to Closing. If any holder of a preferential right to purchase right with respect to any portion of the Properties exercises and closes on any Assets is exercised prior to the Closing Date, then that portion of the Assets affected by such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement Assets, and the Purchase Price Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Propertyaffected Assets. If by Closing, either (i) the time frame for the exercise of a preferential purchase right has not expired and a notice of an intent not to exercise or a waiver of the preferential purchase right has not been received, or (iiiii) Buyer a third party exercises its preferential right to purchase, but the time frame for the consummation of such right has not expired prior to the Closing, then Laramie or Delta, as applicable, shall pay to Seller retain the affected Assets and the Laramie Payment or the Delta Payment, as applicable, shall be adjusted downward by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Propertyaffected Assets. At As to any Assets retained by Laramie or Delta hereunder, following Closing but prior to the end Final Settlement Date, if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable expires without exercise after the Closing, the owner of the affected Asset shall promptly convey the affected Asset to the PropertiesCompany effective as of the Effective Time (with appropriate adjustments for proceeds from the Asset following the Effective Time net of Property Expenses relating thereto), and the Company shall pay the Party conveying the affected Asset the Allocated Value thereof pursuant to the terms of this Agreement.

Preferential Purchase Rights. Prior No later than 5 Business Days after the Execution Date, Seller shall prepare and send notices to the holders of any preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer, all of which preferential rights are described in Section 4.11 of the Disclosure Schedule. If Buyer discovers other preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer (other than preferential rights that are described in Section 4.11 of the Disclosure Schedule) during the course of Buyer’s Due Diligence Review, Buyer shall promptly notify Seller of such preferential rights and Seller shall prepare and send notices to the holders of any such preferential rights no later than 5 Business Days after Buyer notifies Seller of such preferential rights. If after the Execution Date Seller discovers other preferential rights to purchase any part of the Assets that would be triggered by the transfer of the Assets by Seller to Buyer (other than preferential rights that are described in Section 4.11 of the Disclosure Schedule), Seller shall promptly notify Buyer of such preferential rights and Seller shall prepare and send notices to the holders of any such preferential rights no later than 5 Business Days after Seller notifies Buyer of such preferential rights. If, prior to Closing, Seller shall use commercially reasonable efforts to notify the holder any of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of Persons asserting a preferential purchase right with respect notifies Seller that it intends to any consummate the purchase of that portion of the Properties exercises and closes on any such Assets to which it holds a preferential purchase right prior pursuant to Closingthe terms and conditions of such notice and this Agreement, then the Properties with respect to which such exercised preferential purchase right relates Assets shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to Assets identified in this Agreement and the Purchase Price shall be adjusted downward reduced by the Allocated Value Values of such Property in accordance Assets; provided that if the holder of such preferential right fails to consummate the purchase of such Assets prior to the Closing Date, then Seller shall notify Buyer, and Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Assets to which the preferential purchase right was asserted for the Allocated Values of such Assets. All Assets for which a preferential purchase right is outstanding but has not been asserted prior to Closing, or with Section 2.2(b)(iv)respect to which closing does not occur on or before the Closing Date following the assertion of a preferential purchase right shall be sold to Buyer at Closing pursuant to the provisions of this Agreement. If, as If one or more of the Closing, any Property is subject to holders of any preferential purchase rights validly notifies Seller subsequent to Closing that it intends to assert its preferential purchase right, Seller shall immediately give notice thereof to Buyer, whereupon Buyer shall perform all valid preferential purchase right that obligations of Seller to such holders and Buyer shall be entitled to receive (aand Seller hereby assigns to Buyer all of Seller’s rights to) has not been exercised or waivedall proceeds received from such holders in connection with such preferential purchase rights. Buyer hereby agrees to indemnify, but the period in which defend and hold harmless Seller from any claim by the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing of a preferential right with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and allocation of the Base Purchase Price shall be adjusted downward by among the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref PropertyAssets, such Affected Pref Property shall be permanently removed from including the Properties Asset(s) subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any such preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Propertiesright.

Preferential Purchase Rights. Prior With respect to Closingeach preferential purchase right, Seller including those set forth on Schedule 4.1(j), Seller, within five (5) Business Days after the Execution Date, shall use commercially reasonable efforts send to notify the holder of each such preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Conveyed Properties exercises and closes on any such preferential purchase right prior to Closing, then the Conveyed Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Conveyed Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and the Purchase Price shall be adjusted downward by the Allocated Value of such Property Conveyed Properties (other than in accordance the case of Conveyed Properties owned by Oakfield which shall not be excluded from the transactions contemplated hereby, in which case Buyer shall be obligated to comply with Section 2.2(b)(iv). Ifthe terms, as of and entitled to all the Closingproceeds paid in connection with any exercise of, any Property is subject to any preferential purchase right that (a) has not been exercised applicable to such Conveyed Properties). Should a holder of a preferential purchase right fail to exercise its preferential purchase right as to any of the Conveyed Properties prior to Closing and the time for exercise or waived, but the period in which the holder may exercise waiver has not yet expired, (b) has been exercised but the affected Conveyed Properties shall not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered transferred at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward reduced by the Allocated Value Values of any such Listed Interest Conveyed Properties (other than in accordance with Section 2.2(b)(iv). Upon consummation the case of any preferential right to purchase Conveyed Properties owned by Oakfield which shall not be excluded from the transactions contemplated hereby, in respect of any Affected Pref Property, such Affected Pref Property which case Buyer shall be permanently removed from obligated to comply with the Properties subject terms, and entitled to this Agreement. Seller shall promptly advise Buyer of all the expiration or waiver of the period for proceeds paid in connection with any exercise for of, any preferential purchase right applicable to such Conveyed Properties). In the event that such a holder exercises its preferential purchase right following the Closing, Seller shall have no further obligation to sell or convey the affected Conveyed Properties and Buyer shall have no further obligation to purchase, accept or pay for such affected Conveyed Properties, and the affected Conveyed Properties shall be excluded from the Conveyed Properties to be acquired by Buyer at Closing hereunder. If, prior to the expiration of the Cure Period, (a) the applicable preferential purchase right is waived or expires without exercise by the holder thereof or (b) the holder of a preferential purchase right with respect to any Affected Pref Right Retained Property fails to consummate the purchase of such Retained Property in accordance with the terms and conditions of such preferential purchase right, then, within five ten (510) Business Days thereafterof Seller’s providing Buyer with notice thereof, Buyer shall purchase (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount a purchase price equal to the Allocated Value (adjusted thereof, subject to adjustments in accordance with Section 3.2), and Seller shall assign to Buyer pursuant to Section 2.2) of an assignment in substantially the same form as the Assignment, such Affected Pref Retained Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. Prior to Closing, Seller shall use commercially reasonable efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), give notices required in accordance connection with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable prior to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential right to purchase right with respect to any portion of the Properties exercises and closes on any such preferential purchase right Assets is exercised prior to Closingthe Closing Date, then the Properties with respect to which such exercised preferential purchase right relates Affected Assets shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement sale and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 2.2(b)(iv)Affected Assets. IfIf by Closing, as either (i) the time frame for the exercise of a preferential purchase right has not expired and Seller has not received notice of an intent not to exercise or a waiver of the preferential purchase right, or (ii) a third party exercises its preferential right to purchase, but the time frame for consummation of the preferential purchase right has not expired prior to the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but then Seller shall retain the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer Assets and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref PropertyAssets. As to any Affected Assets retained by Seller hereunder, following Closing if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expires without exercise after the Closing, Seller shall promptly convey the Affected Assets to Buyer, effective as of the Effective Time, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted thereof pursuant to Section 2.2) the terms of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. All preferential rights to purchase that are necessary for Seller to execute, deliver and perform its obligations under this Agreement are set forth on Schedule 4.4(b). Prior to Closing, Seller shall use commercially reasonable good faith efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), give notices required in accordance connection with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable together with any other preferential rights to Buyer and shall include such language as reasonably requested purchase discovered by Buyer prior to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential right to purchase right with respect to any portion of the Properties exercises Assets is timely and closes on any such preferential purchase right properly exercised prior to Closing, then that portion of the Properties with respect to which Assets affected by such exercised preferential purchase right relates shall be excluded from sold to the Properties conveyed by Seller to Buyer at exercising party on the Closing pursuant to same terms and conditions provided in this Agreement and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 2.2(b)(iv)affected Assets. IfUpon the consummation of any such sale of Assets to an exercising third party, as of the Assets sold shall be deemed to be Excluded Assets. If by Closing, any Property is subject to any the time frame for the exercise of a preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise expired and Seller has not yet expired, (b) has been exercised but received written notice of an intent not yet consummated to exercise or (c) is in dispute, then, in each such casea written waiver of the preferential purchase right, then all documentation to be delivered at Closing with respect to such Seller shall retain the affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer Assets and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Propertyaffected Assets. As to any Assets retained by Seller hereunder, following Closing if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expired without exercise after the Closing, Seller shall promptly convey the affected Asset to Buyer effective as of the Effective Time, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted thereof pursuant to Section 2.2) the terms of such Affected Pref Property. At the end of the Cure Periodthis Agreement, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to applicable Purchase Price adjustments provided in this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. Prior to Closing, Seller Transferor shall use commercially reasonable efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), give notices required in accordance connection with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable prior to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential right to purchase right with respect to any portion of the Properties exercises and closes on any such preferential purchase right Assets is exercised prior to Closingthe Closing Date, then the Properties with respect to which such exercised preferential purchase right relates Affected Assets shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement sale and the Transferor Purchase Price shall be adjusted downward by an amount equal to the Transferor Allocated Value of such Property in accordance with Section 2.2(b)(iv)Affected Assets. IfIf by Closing, as either (1) the time frame for the exercise of a preferential purchase right has not expired and Transferor has not received notice of an intent not to exercise or a waiver of the preferential purchase right, or (2) a third Person exercises its preferential right to purchase, but the time frame for consummation of the preferential purchase right has not expired prior to the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but then Transferor shall retain the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer Assets and the Transferor Purchase Price shall be adjusted downward by an amount equal to the Transferor Allocated Value of such Affected Assets. As to any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any Affected Assets retained by Transferor hereunder, following Closing if a preferential right to purchase in respect of any is not consummated by the Final Settlement Date, then the Affected Pref Property, such Affected Pref Property Asset shall be permanently removed excluded from the Properties subject to this Agreement. Seller shall promptly advise Buyer of sale, and the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Transferor Purchase Price shall be increased deemed to be permanently reduced by an amount equal to the Transferor Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure PeriodAffected Asset, all Affected Pref Properties provided, however, that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any Affected Assets retained by Transferor hereunder, if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right applicable following Closing and before the Final Settlement Date, or if the time frame for exercise of the preferential purchase right expires without exercise after the Closing and before the Final Settlement Date, then Transferor shall promptly convey the Affected Assets to Transferee, effective as of the Effective Time, and Transferee shall pay the Transferor Allocated Value thereof pursuant to the Propertiesterms of this Agreement.

Preferential Purchase Rights. Prior Seller has not heretofore sent letters to Closingparties holding preferential purchase rights covering the Assets, Seller shall use commercially reasonable efforts requesting a waiver of such rights as they may apply to notify the holder of transactions set forth in this Agreement. With respect to each preferential purchase right set forth on Schedule 3.1(j)covering the Assets or any portion thereof, upon execution of this Agreement Seller shall make a good faith effort to identify and shall send to the holder of such right a notice offering to sell to such holder, in accordance with the contractual provisions applicable to such right, those Assets covered by such right on the same terms hereof and for the portion of the transactions contemplated herebyPurchase Price allocable to such Assets in Exhibit “C,” subject to adjustments in the same manner as the Purchase Price is adjusted pursuant to Section 1.4 of this Agreement. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable If, prior to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If , any holder of a preferential purchase right with respect notifies Seller that it intends to any consummate the purchase of the Properties exercises and closes on any such Assets to which its preferential purchase right prior to Closingapplies, then the Properties with respect to which such exercised preferential purchase right relates those Assets shall be excluded from the Properties Assets to be conveyed by Seller to Buyer at the Closing pursuant to this Agreement Buyer, and the Purchase Price shall be adjusted downward reduced by the Allocated Value amount allocated to that Asset on Exhibit “C”; provided however, that if the holder of such Property in accordance with Section 2.2(b)(iv). If, as of the Closing, any Property is subject to any preferential purchase right that fails to consummate the purchase of the Assets covered by such right, then Seller shall so notify Buyer, and within forty-five (a45) business days after Buyer’s receipt of such notice from Seller, Seller shall sell to Buyer, and Buyer shall purchase from Seller, for a price equal to the portion of the Purchase Price allocable to such Assets and upon the other terms of this Agreement the Assets to which the preferential purchase right is applied. Unless otherwise mutually agreed, all Assets for which a preferential purchase right has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation asserted prior to Closing shall be delivered sold to Buyer at Closing with respect pursuant to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value provisions of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise make a good faith effort to identify all agreements and contracts that contain rights of first refusal or preferential right to purchase provisions; however, Seller and Buyer acknowledge that due to the age and complexity of the Assets, the possibility exists that Seller may have inadvertently failed to identify all owners of such right(s) during its review and therefore failed to include such owners in its solicitation of elections. Seller and Buyer agree that if a bona fide third party owner or holder of such right(s), asserts said right(s) after the Closing Date, Buyer shall cooperate fully with Seller to reconcile and resolve said claims to the extent the interest conveyed to Buyer is affected. If Seller and Buyer agree in good faith on the validity of such third party’s claim, the reconciliation or resolution with such third party shall include an assignment, as of the Effective Date, of the affected interest from Buyer to such third party and a full reimbursement by Seller to Buyer of the expiration or waiver that portion of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal allocable to the Allocated Value (adjusted pursuant affected interest; and payment to Section 2.2) such third party by Buyer of all revenue and income attributable to such Affected Pref Propertyinterest which has been collected and received by Buyer from and after the Effective Date, less all taxes and (iii) other expenses incurred by Buyer shall pay attributable to such interest. Seller an amount equal shall, at its sole cost and expense, negotiate terms with third party owners as necessary to fully resolve any outstanding issues with such third party relating to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end sale of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Propertiesaffected interest.

Preferential Purchase Rights. Prior All preferential right to purchase are set forth on Schedule 6.16. Upon execution of this Agreement, but in any event prior to Closing, Seller shall give the necessary notices required in connection with any preferential purchase rights. If prior to Closing Buyer discovers a preferential right to purchase then Seller shall use commercially reasonable good faith efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), give notices required in accordance connection with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable prior to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential right to purchase right with respect to any portion of the Properties exercises and closes on any Assets is exercised prior to the Closing Date, then that portion of the Assets affected by such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 2.2(b)(iv)affected Assets. If, as of the If by Closing, any Property is subject to any the time frame for the exercise of a preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise expired and Seller has not yet expired, (b) has been exercised but received notice of an intent not yet consummated to exercise or (c) is in dispute, then, in each such casea waiver of the preferential purchase right, then all documentation to be delivered at Closing with respect to such Seller shall retain the affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer Assets and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Propertyaffected Assets. As to any Assets retained by Seller hereunder, following Closing if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expired without exercise after the Closing, Seller shall promptly convey the affected Asset to Buyer effective as of the Effective Time, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value thereof, less any proceeds from the Affected Asset attributable to the period of time after the Effective Time received and retained by Seller (adjusted net of any Property Expenses paid by Seller attributable to such period), pursuant to Section 2.2) the terms of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. Prior Sellers shall, within three (3) Business Days after the Execution Date, provide written notice to ClosingBP, Seller shall use commercially reasonable efforts with respect to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with under the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with ClosingPreferential Right Contract. If any holder of a the preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right Preferential Right Asset is exercised by BP prior to the Closing, then (i) such Preferential Right Asset and the Properties with respect to which such exercised preferential purchase right relates related Preferential Right Contract shall be excluded from the Properties Assets and Executory Contracts conveyed by Seller to Buyer at the Closing pursuant to this Agreement and the Purchase Price shall be adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). Ifor its Affiliate Designee, as of applicable, at the Closing, any Property is subject (ii) such Preferential Right Asset and the related Preferential Right Contract shall be deemed to any preferential purchase right that (a) has not been exercised or waivedbe Excluded Assets and Excluded Contracts, but the period in which the holder may exercise has not yet expiredas applicable, for all purposes of this Agreement, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (iiiii) the Purchase Price shall be increased reduced by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref PropertyPreferential Right Amount, and (iiiiv) Buyer Sellers shall pay be entitled to Seller an amount equal to the Allocated Value retain all consideration received for such Preferential Right Asset from BP (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreementor any Affiliate thereof). Notwithstanding anything to the contrary set forth hereinin this Agreement, Sellers may elect, at such time that all of the rights and remedies of Buyer conditions set forth in this Section 5.9 7.1 (other than the condition set forth in Section 7.1(i)) have been satisfied or waived, to defer the sale of the Preferential Right Asset and to consummate the other transactions contemplated herein in accordance with the terms hereof, except that the Purchase Price paid at Closing will be reduced by the Preferential Right Amount. Notwithstanding the Outside Termination Date, if within one hundred twenty (120) days from the entry of the Sale Order, the condition set forth in Section 7.1(i) is satisfied or waived, the Buyer will purchase the Preferential Right Asset for the Preferential Right Amount within three (3) Business Days of such condition having been satisfied or waived. If the condition set forth in Section 7.1(i) is not satisfied or waived within one hundred twenty (120) days of the entry of the Sale Order, neither the Buyer nor any of its Affiliates shall be Buyer’s exclusive rights and remedies with respect have any further obligation to any preferential purchase right applicable the Preferential Right Asset or to pay Sellers the PropertiesPreferential Right Amount.

Preferential Purchase Rights. Prior to Closing, Seller shall use commercially reasonable best efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), give notices required in accordance connection with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable prior to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential right to purchase right with respect to any portion of the Properties exercises and closes on any Assets is exercised prior to the Closing Date, then that portion of the Assets affected by such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 2.2(b)(iv)affected Assets without the requirement for Buyer to give notice. IfIf by Closing, as either (i) the time frame for the exercise of a preferential purchase right has not expired and Seller has not received notice of an intent not to exercise or a waiver of the preferential purchase right, or (ii) a third party exercises its preferential right to purchase, but fails to consummate the purchase prior to the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but then Seller shall retain the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer Assets and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Propertyaffected Assets. As to any Assets retained by Seller hereunder, following Closing if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expired without exercise after the Closing, Seller shall promptly convey the affected Asset to Buyer effective as of the Effective Time, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted thereof pursuant to Section 2.2) the terms of such Affected Pref Property. At this Agreement up to and through the end of Final Settlement Date and in connection with the Cure Period, all Affected Pref Properties that have not yet been transferred payments to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything made with respect to the contrary set forth herein, the rights and remedies of Buyer Final Settlement Statement as set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties13.1, below.

Preferential Purchase Rights. Prior To Seller’s Knowledge, all preferential rights to Closing, Seller shall use commercially reasonable efforts to notify the holder of each preferential purchase right are set forth on Schedule 3.1(j4.6(b) (or are contained in the instruments and agreements set forth in Exhibit C, provided that Seller shall make a good faith effort to list all the preferential rights to purchase on Schedule 4.6(b)). Seller shall use reasonable good faith efforts to give notices required in connection with all preferential rights contained in Schedule 4.6(b) prior to Closing. If prior to Closing Buyer discovers a preferential right to purchase, then Buyer shall notify Seller of such preferential right and Seller shall use reasonable good faith efforts to give notices required in accordance connection with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights (which preferential purchase right shall not be a breach of Seller’s representation and warranty set forth in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closingthis Subsection 4.6(b)). If any holder of a preferential right to purchase right with respect to any portion of the Properties exercises and closes on any Subject Interests is exercised prior to the Closing Date, then that portion of the Subject Interests affected by such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement Subject Interests and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 2.2(b)(iv)affected Subject Interests. IfIf by Closing, as either (i) the time frame for the exercise of a preferential purchase right has not expired and Seller has not received notice of an intent not to exercise or a waiver of the preferential purchase right, or (ii) a third party exercises its preferential right to purchase, but fails to consummate the purchase prior to the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but then Seller shall retain the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Affected Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref PropertyInterest. As to any Affected Interests retained by Seller hereunder, following Closing if a preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expires without exercise after the Closing, Seller shall promptly convey the Affected Interest to Buyer effective as of the Effective Time, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted thereof pursuant to Section 2.2) the terms of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. Prior to ClosingWithin five (5) days following the execution and delivery of this Agreement, Seller shall use commercially reasonable efforts provide written notices to notify the holder of each any persons, parties or entities holding a preferential purchase right, right set forth on Schedule 3.1(jof first refusal, or similar option or right (a “Preferential Right”), in compliance with the terms of the Lease, Contract or agreement giving rise to the Preferential Right and otherwise in form and substance reasonably satisfactory to Buyer. Seller shall notify Buyer within two (2) business days upon receipt of notice to Seller whether (a) any Preferential Rights are exercised, waived or deemed waived, or (b) the requisite time periods have elapsed without any Preferential Rights being exercised. Subject to the right to terminate this Agreement under Section 9.01(c) hereof (and the conditions in Section 6.02(d)), if a Preferential Right is exercised in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right terms prior to Closing, then the affected Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement sale (and shall be deemed Excluded Assets), and the Purchase Price shall be adjusted reduced by the Allocated Value thereof. If, however, as of the date that is five (5) days prior to the Closing Date, a Preferential Right has not been waived or exercised, and the requisite time periods for exercising the Preferential Right have not yet elapsed, then Seller shall exclude the affected Properties from the transaction under this Agreement, adjust the Purchase Price downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). IfProperties and such affected Properties shall be deemed to be Excluded Assets; provided, as however, that if the required waiver of the Preferential Rights is obtained within ninety (90) days after Closing, any Property is then subject to any preferential purchase right that (a) has not been exercised or waivedthe other terms and conditions of this Agreement, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such Buyer shall acquire these affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by for the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties thereof (subject to this Agreement. adjustments herein provided) within ten (10) days of written notice by Seller shall promptly advise to Buyer that such waiver of Preferential Rights has been obtained (with a copy of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Propertiesevidence thereof).

Preferential Purchase Rights. Prior Upon written notification to Seller by Purchaser identifying Persons (and their addresses) holding preferential rights to purchase affecting the Assets ("Preferential Rights") actually received by Seller not later than thirty (30) days subsequent to the Execution Date or upon Seller's own initiative but without any obligation to so initiate, Seller shall send notice of this Agreement to all such Persons offering to sell to each such Person the Assets for which a preferential right is held on and subject to the terms hereof and for the same allocated value for such Assets reflected on Exhibit "A". Notwithstanding the foregoing, Purchaser shall be ultimately responsible for obtaining all waivers from each and every applicable Person, including, but not limited to, lessors, joint interest owners, farmors, sublessors, assignors, grantors, co-parties to Agreements, or other third parties and will provide Seller on or before the Closing Date with proof of each waiver. Purchaser shall be entitled to review and approve the form of all such notices; provided, that such approval shall not be unreasonably withheld or delayed. If, prior to Closing, Seller shall use commercially reasonable efforts to notify the holder any of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of Persons asserting a preferential purchase right with respect notifies Seller that it intends to any consummate the purchase of the Properties exercises and closes on any such Assets to which it holds a preferential purchase right prior pursuant to Closingthe terms and conditions hereof, or if the period allowed for acceptance of the notice provided by Seller has not expired or will not expire as of Closing then the Properties with respect to which such exercised preferential purchase right relates Assets shall be excluded at Closing from the Properties Assets to be conveyed by Seller to Buyer at the Closing pursuant to Purchaser under this Agreement and the Purchase Price shall be adjusted downward reduced by the Allocated Value allocated value of such Property Assets reflected in accordance with Section 2.2(b)(iv). IfExhibit "A"; provided, as of the Closinghowever, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which if the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.of

Preferential Purchase Rights. Prior If a Lease is subject to a preferential right to purchase, right of first refusal, right of first offer, or similar right that is exercised prior to the Closing, Seller shall use commercially reasonable efforts be deemed to notify the holder have suffered a complete failure of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right 12 title with respect to any of the Properties exercises and closes on any affected Lease, such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates Lease shall be excluded from the Properties Assets conveyed by Seller to Buyer at the Closing, the Purchase Price shall be reduced by an amount equal to the full Allocated Value of the affected Lease, and Seller shall be entitled to retain all proceeds paid for the affected Lease by the person exercising such preferential right to purchase or similar right. For any Lease burdened by a preferential right to purchase or similar right which has not been exercised as of the Closing pursuant Date, but for which the time period for exercise has not expired (and the applicable right has not been waived by the holder thereof), such Lease shall be withheld from the Assets sold to this Agreement Buyer at Closing, and the Purchase Price shall be adjusted downward reduced by the Allocated Value of such Property in accordance with Section 2.2(b)(iv)Lease. If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of If any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from or similar right is ultimately either waived or the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the time period for exercise for any preferential purchase right applicable relative thereto expires without the holder exercising such right, Buyer shall, within ten (10) business days of such waiver or expiry, pay to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of and Seller shall convey such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred Lease to Buyer shall, unless otherwise agreed by using an Assignment in the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies form of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the PropertiesExhibit E attached hereto.

Preferential Purchase Rights. Prior Recognizing the brief period between the Execution Date and the Closing Date, Purchaser agrees to and shall assume all responsibility and liability regarding preferential purchase rights, rights of first refusal (collectively, "Preferential Rights") and restrictions on assignment or consents to assign ("Consents") relating to the Assets and/or any transfer, assignment or conveyance thereof. Purchaser shall identify Persons (and their addresses) holding preferential rights to purchase affecting the Assets and shall send notice of this Agreement to all such Persons offering to sell to each such Person the Assets for which a Preferential Right is held on and subject to the terms hereof and for the same allocated value for such Assets provided to Seller pursuant to Section 2.5 hereof. Purchaser shall be ultimately responsible for obtaining all waivers, approvals and consents from each and every applicable Person, including, but not limited to, lessors, joint interest owners, farmors, sublessors, assignors, grantors, co-parties to Related Agreements, or other third parties and will provide Seller upon request with proof of each such waiver, consent or approval and the form of all related notices. If, after the Execution Date and prior to Closing, Seller shall use commercially reasonable efforts to notify the holder any of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of Persons asserting a preferential purchase right with respect notifies Seller that it intends to any consummate the purchase of the Properties exercises and closes on any such Assets to which it holds a preferential purchase right prior pursuant to Closing, the terms and conditions hereof then the Properties with respect to which such exercised preferential purchase right relates Assets shall be excluded at Closing from the Properties Assets to be conveyed by Seller to Buyer at the Closing pursuant to Purchaser under this Agreement and the Purchase Price shall be adjusted downward reduced by the Allocated Value allocated value of such Property Assets reflected in accordance with Purchaser's allocation under Section 2.2(b)(iv). If2.5; provided, however, that if the holder of such preferential right fails to consummate the purchase of such Assets before, on or within a reasonable time after the Closing Date (taking into account the notice or acceptance period for the right of preferential purchase and a reasonable amount of time, as determined by Seller, to assemble documentation for such separate sale), then Seller shall promptly so notify Purchaser, and Seller shall sell immediately to Purchaser, and Purchaser shall purchase from Seller, for a price equal to the allocated value of such Assets and upon the Closingother terms of this Agreement, any Property is the Assets to which the Preferential Right was asserted. All Assets for which all Preferential Rights exist shall be sold to Purchaser at Closing pursuant and subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value provisions of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. If one (1) or more of the holders of any Preferential Rights notifies Seller or Purchaser subsequent to Closing that it intends to assert its Preferential Right, in the event Seller receives such notice, Seller shall promptly advise Buyer give notice thereof to Purchaser, and Purchaser shall satisfy all such Preferential Right obligations of the expiration Seller or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect Purchaser to such Affected Pref Property holders including, but not previously delivered to Buyerlimited to, (ii) transferring the Purchase Price shall be increased by an amount equal affected Assets to the Allocated Value (adjusted pursuant to Section 2.2) holder of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.PURCHASER SHALL INDEMNIFY, DEFEND, RELEASE AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL

Preferential Purchase Rights. Prior If prior to Closingthe Closing Date, Seller shall use commercially reasonable efforts (i) any preferential right to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, any portion of the transactions contemplated hereby. All requests Assets is exercised prior to the Closing Date, (ii) the time frame for waivers the exercise of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right has not expired and Seller has not received notice of an intent not to exercise or waiver of the preferential purchase right, or (iii) a third Person exercises its preferential right to purchase, but fails to consummate the transaction prior to the Closing, then that portion of the Properties with respect to which Assets affected by such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer Assets at the Closing pursuant to this Agreement and the Purchase Price shall be adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) Values of such Affected Pref Propertyaffected Assets. If a third Person elects to exercise its preferential right to purchase prior to Closing but after Closing does not consummate the transaction within the time frame specified in the preferential purchase right (provided that the reason therefor is not Seller’s default), Seller will convey the affected Asset to Buyer as soon as possible after the expiration of the time for consummation of the transaction by the holder of the preferential right, such conveyance to be effective as of the Effective Time, and (iii) Buyer shall agrees to pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreementaffected Asset. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any If a preferential purchase right applicable is not discovered prior to Closing, and the affected Asset is conveyed to Buyer at Closing, and the preferential purchase right is exercised after Closing, Buyer will convey such affected Asset to the Propertiesparty exercising such right on the same terms and conditions under which Seller conveyed such Asset to Buyer (with the purchase price being the Allocated Value for the affected Asset) and retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare, execute and deliver a form of conveyance of such Asset to such exercising party, such conveyance to be in form and substance as provided in this Agreement.

Preferential Purchase Rights. Prior Seller shall send notice of this Agreement to all persons holding preferential purchase rights in any portion of the Assets offering to sell to each such person that portion of the Assets for which such a preferential right is held for an amount equal to the Allocated Values of such Assets and subject to all other applicable terms and conditions of this Agreement. If, prior to Closing, Seller shall use commercially reasonable efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of person asserting a preferential purchase right with respect notifies Seller that it intends to any consummate the purchase of that portion of the Properties exercises and closes on any such Assets to which it holds a preferential purchase right prior pursuant to Closingthe terms and conditions of such notice and this Agreement, then the Properties with respect to which such exercised preferential purchase right relates Assets shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to Assets identified in this Agreement and the Purchase Price shall be adjusted downward reduced by the Allocated Value Values of such Property in accordance with Section 2.2(b)(iv)Assets. IfHowever, at Seller's option, if the holder of such preferential right has not purchased such Assets prior to the Closing Date, then Seller shall promptly so notify Buyer, and Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Assets to which the preferential purchase right was asserted for the Allocated Values of such Assets. If Seller does not sell to Buyer such Assets because of the exercise of such preferential right and the sale of such Assets to such preferential right holder has not been consummated within sixty (60) days of Closing, such Assets shall be sold by Seller and purchased by Buyer at the Allocated Value for such Assets as of the Closing, any Property is subject to any Effective Time. All Assets for which a person asserting a preferential purchase right that (a) has not been exercised or waived, but notified Seller that it intends to consummate the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value purchase of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer that portion of the expiration or waiver of the period for exercise for any Assets to which it holds a preferential purchase right applicable pursuant to the terms and conditions of such notice and this Agreement prior to Closing, shall also be sold to, and purchased by, Buyer at Closing pursuant to the provisions of this Agreement at the Allocated Values for such Assets. For any Affected Pref Right and within five (5) Business Days Assets so transferred to Buyer, whether at Closing or thereafter, Buyer shall perform all valid preferential purchase right obligations, if any, of Seller relating to such holders and Buyer shall be entitled to receive (i) and Seller shall deliver hereby assigns to Buyer all documentation executed at Closing of Seller's rights to) all proceeds received from such holders in connection with respect to such Affected Pref Property not previously delivered to Buyerpreferential purchase rights. Buyer assumes all risk, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Propertyliability and obligations, and shall defend, indemnify, and hold harmless Seller from and against all Losses (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to as defined in Section 2.2) of such Affected Pref Property. At the end of the Cure Period14.4), all Affected Pref Properties that have not yet been which arise from or in connection with any Assets transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject pursuant to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the PropertiesSection.

Preferential Purchase Rights. Prior Seller has not heretofore sent letters to Closingparties holding preferential purchase rights covering the Properties requesting a waiver of such rights as they may apply to the transactions set forth in this Agreement. With respect to each such preferential purchase right, Seller upon execution of this Agreement SELLER shall use commercially reasonable efforts send to notify the holder of each preferential purchase such right set forth on Schedule 3.1(j)a notice offering to sell to such holder, in accordance with the contractual provisions applicable to such right, those portions of the transactions contemplated herebyProperty covered by such rights on the same terms hereof and for the Allocated Value attributable to the portions of the Property to which such rights apply", subject to adjustments in the same manner as the Purchase Price is adjusted pursuant to of this Agreement. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable If, prior to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If , any holder of a preferential purchase right with respect notifies SELLER that it intends to any consummate the purchase of the Properties exercises and closes on any such to which its preferential purchase right prior to Closingapplies, then the Properties with respect to which such exercised preferential purchase right relates those properties shall be excluded from the Properties to be conveyed by Seller to Buyer at the Closing pursuant to this Agreement BUYER, and the Purchase Price shall be adjusted downward reduced by the Allocated Value therefor, provided however, that if the holder of such Property in accordance with Section 2.2(b)(iv). If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but fails to consummate the period in which purchase of the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each properties covered by such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectivelyright, the “Affected Pref Property”SELLER shall so notify BUYER, and within fifteen (15) (including a separate Assignment transferring business days after BUYER's receipt of such Affected Pref Property notice from SELLER, SELLER shall sell to Buyer) BUYER, and BUYER shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by purchase from SELLER, for the Allocated Value attributable to such properties and upon the other terms of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from this Agreement the Properties subject to this Agreement. Seller shall promptly advise Buyer of which the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Propertyis applied. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any All properties for which preferential purchase right applicable has been waived or for which the time to exercise has lapsed prior to Closing shall be sold to BUYER at Closing pursuant to the Propertiesprovisions of this Agreement.

Preferential Purchase Rights. Prior to Closing, Seller Sellers shall use their commercially reasonable efforts to notify comply with all preferential right to purchase provisions relative to their interest in the holder Assets by sending notice of this Agreement, within ten Business Days after execution of this Agreement, to all Persons holding preferential rights, offering to sell to each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, Person that portion of the transactions contemplated herebyAssets for which such a preferential right is held for an amount equal to the Allocated Values of the subject Allocated Properties and subject to all other terms and conditions of this Agreement. All requests for waivers If, during the course of its Due Diligence Review, Buyer discovers any additional preferential rights, Buyer shall promptly notify Sellers. That portion of the Assets, if any, subject to preferential purchase rights which have been expressly waived by the holder thereof by Closing, or which are deemed waived by the failure of the holder thereof to exercise its preferential right to purchase within the applicable period following receipt of notice thereof where such period expired prior to Closing, shall be included in a form reasonably acceptable the Assets to be conveyed to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with at Closing. If any holder That portion of a the Assets, if any, subject to preferential purchase right with respect to any of rights where the Properties exercises and closes on any such holder has exercised the preferential purchase right prior to Closing, then or where the Properties with respect deadline for the holder to which elect to exercise such exercised preferential purchase right relates is after the Closing, shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to Assets identified in this Agreement and the Purchase Price shall be adjusted downward reduced by the Allocated Value Values of the excluded Allocated Properties; provided, however, that if the holder of such Property in accordance with Section 2.2(b)(iv). Ifpreferential right is required to but fails to consummate the purchase of such Assets on or prior to the Closing Date, as of then Sellers shall notify Buyer, and Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, the Closing, any Property is subject Assets to any which the preferential purchase right that (a) has not been was asserted for such Allocated Values. If the preferential purchase rights covering an Asset excluded pursuant to the preceding sentence are waived or expire without being exercised or waivedsubsequent to Closing, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) Sellers shall be fully executed and dated at Closing but not delivered give notice thereof to Buyer and the Purchase Price within five Business Days after receipt of such notice, Buyer shall be adjusted downward by purchase such Asset from Sellers for the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Propertythereof, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller the adjustments described in Section 3.2, and Sellers shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver assign such Asset to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) using an assignment in the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) form of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.Exhibit G.

Preferential Purchase Rights. Prior to Closing, Seller shall use commercially reasonable efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right (a) prior to ClosingSeller’s delivery of the Preliminary Settlement Statement, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and the Purchase Price shall be adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). If, as ) or (b) after Seller’s delivery of the Preliminary Settlement Statement but prior to the Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be included in the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, notwithstanding the exercise of such preferential purchase right, without any reduction to the Purchase Price with respect thereto. Except for any Retained Property is subject (with respect to which Seller shall be obligated to comply with the terms, and entitled to all the proceeds paid in connection with any exercise, of any preferential purchase right that (a) has not been exercised or waivedapplicable thereto), but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) Buyer shall be fully executed obligated to comply with the terms, and dated at Closing but not delivered entitled to Buyer and all the Purchase Price shall be adjusted downward by the Allocated Value of proceeds paid in connection with any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Propertyexercise of, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing the Properties. If the holder of a preferential purchase right with respect to any Retained Property fails to consummate the purchase of such Affected Pref Retained Property not previously delivered to Buyerin accordance with the terms and conditions of such preferential purchase right, then, within ten (ii10) the Purchase Price business days of Seller’s providing Buyer with notice thereof, Buyer shall be increased by an amount purchase (at a purchase price equal to the Allocated Value (adjusted thereof), and Seller shall assign to Buyer pursuant to Section 2.2) of an assignment in substantially the same form as the Assignment, such Affected Pref Retained Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties. As used in this Agreement, “business day” or “business days” means any day (other than Saturday and Sunday) on which national and state commercial banks in Oklahoma City, Oklahoma are generally open for business. With respect to any time period set out in this Agreement that ends on a day that is not a business day, such time period will be automatically extended to 5:00 p.m. Central time on the next occurring business day.

Preferential Purchase Rights. Prior Except as disclosed on SCHEDULE 3.6 attached hereto, none of the Leasehold Property is subject to Closing, Seller shall use commercially reasonable efforts preferential purchase rights or consents to notify the holder assignment in favor of third parties. With respect to each preferential purchase right set forth on Schedule 3.1(j)covering the Leasehold Property, Seller shall send to the holder of such right a notice offering to sell to such holder, in accordance with the contractual provisions applicable to such right, those Assets covered by such right on substantially the same terms hereof and for the portion of the transactions contemplated herebyPurchase Price attributable to such Leasehold Property on the Allocation of the Value (EXHIBIT B attached hereto), subject to adjustments in the same manner as the Purchase Price may be adjusted pursuant to Section 3.5 of this Agreement. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable If, prior to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If , any holder of a preferential purchase right with respect notifies Seller that it intends to any consummate the purchase of the Properties exercises and closes on any such Assets to which its preferential purchase right prior to Closingapplies, then the Properties with respect to which such exercised preferential purchase right relates those Assets shall be excluded from the Properties Assets to be conveyed by Seller to Buyer at the Closing pursuant to this Agreement Purchaser, and the Purchase Price shall be adjusted downward by reduced as set forth in Section 3.5(a)(ii); provided, however, that if the Allocated Value holder of such Property preferential purchase right fails to consummate the purchase of the Assets covered by such right in accordance with Section 2.2(b)(iv). Ifand within the time provided in the applicable agreement, as of the then Seller shall so notify Purchaser, and at Closing, any Property is subject Seller shall sell to any Purchaser, and Purchaser shall purchase from Seller, the Assets to which the preferential purchase right is applicable for a price equal to that (a) has not been exercised or waived, but portion on the period in which Allocation of Value and upon the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value terms of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. Prior to ClosingWithin five (5) Business Days following the execution of this Agreement, Seller shall use commercially reasonable efforts initiate all procedures required to notify comply with or obtain the holder waiver of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions all Preferential Purchase Rights which are applicable to such right, of the transactions contemplated herebyby this Agreement prior to the Closing Date. All requests for Buyer will have the right to review and approve the forms of notices sent to the holders of Preferential Purchase Rights, however, Buyer shall not unreasonably withhold or delay such approval. Seller shall provide Buyer with copies of all correspondence sent or received by Seller in connection with such efforts contemporaneously with the receipt or sending thereof. To the extent any such Preferential Purchase Rights are exercised by any holders thereof, or waivers of preferential purchase rights thereof are not obtained prior to the Closing Date, then the Assets subject to such Preferential Purchase Rights shall not be in a form reasonably acceptable sold to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to Assets and sale under this Agreement and the Agreement. The Purchase Price shall be adjusted downward by the Allocated Value of the Assets so excluded. If any holder of a Preferential Purchase Right applicable to this transaction initially elects to exercise that preferential right, but subsequently refuses or elects not to consummate the purchase under the preferential right (whether such Property failure occurs before or after the Closing Date), or if, after the Closing, the time period for a holder to exercise such a Preferential Purchase Right expires, the parties agree that Buyer shall purchase such interests covered by the preferential right in accordance with Allocated Value thereof (subject to the adjustments pursuant to Section 2.2(b)(iv)2.05) and the closing of such transaction shall take place on a date designated by Seller not more than ninety (90) days after the Closing Date. IfNotwithstanding the foregoing, as of the Closing, any Property Buyer will have no obligation to purchase an Asset that is subject to any preferential purchase right that (a) has not been exercised or waived, but the period a Preferential Purchase Right unless such Preferential Purchase Right is waived in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property form and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered substance reasonably satisfactory to Buyer and not more than ninety (90) days after the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the PropertiesDate.

Preferential Purchase Rights. Prior (a) Preferential purchase rights shall not be considered Title Defects hereunder regardless of whether or not they are reflected in the Unocal Disclosure Schedule. As to Closing, Seller shall use commercially reasonable efforts to notify the holder of each any and all preferential purchase right set forth on Schedule 3.1(j)rights known to Unocal prior to the Closing affecting Unocal's or its Affiliates' interest in all or part of the Assets, in accordance with the contractual provisions applicable of the agreement which created the rights, Unocal shall send, as soon as practicable after execution of this Agreement, to the owner or owners of such rights a notice offering to sell to such rightowner or owners, those Assets covered by such rights for the Allocated Value assigned to the affected Assets. If the owner or owners of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include exercise such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right rights prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates affected portion of the Assets shall be excluded deleted from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement transaction, and the Adjusted Cash Purchase Price shall be adjusted downward by the Allocated Value of such Property reduced in accordance with Section 2.2(b)(iv). If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value of the deleted Assets; provided, however, that Buyer, at its sole expense, shall have the right to challenge the asserted preferential rights (adjusted pursuant and shall indemnify, defend, and hold harmless Unocal from claims, damages and liabilities arising therefrom or relating thereto). If the specific Assets affected do not have a separate Allocated Value, the value shall be the Claim Value of the deleted Assets. The Assets which are known by Unocal to Section 2.2) be subject to preferential purchase rights are listed on Schedule 3.8. By listing Assets on Schedule 3.8, Unocal does not admit, warrant or represent that any of such Affected Pref Property, and (iii) Buyer shall pay Assets are subject to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that preferential purchase rights which have not yet been transferred to Buyer shallwaived or that such listing is an exhaustive list of all preferential purchase rights affecting the Assets. To the extent and in the manner required under applicable agreements, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 Unocal shall be Buyer’s exclusive rights and remedies either comply with respect to any each preferential purchase right listed on Schedule 3.8 or obtain a waiver thereof. Unocal may seek and obtain waivers of any applicable to or purported preferential purchase right, in a commercially reasonable manner discharging the Propertiesobligations required of Unocal.

Preferential Purchase Rights. Prior Seller does not believe that any preferential purchase rights are applicable to the transaction contemplated by this Agreement. Nonetheless, if Seller becomes aware of any facts to the contrary, then Seller shall send notice of this Agreement prior to Closing to all persons holding such rights offering to sell to each such person that portion of the Assets for which such a preferential right is held for an amount equal to the Allocated Values of such Assets and subject to all other terms and conditions of this Agreement. If, prior to Closing, Seller shall use commercially reasonable efforts to notify the holder any of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of persons asserting a preferential purchase right with respect notifies Seller that it intends to any consummate the purchase of that portion of the Properties exercises and closes on any such Assets to which it holds a preferential purchase right prior pursuant to Closingthe terms and conditions of such notice and this Agreement, then the Properties with respect to which such exercised preferential purchase right relates Assets shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to Assets identified in this Agreement and the Purchase Price shall be adjusted downward reduced by the Allocated Value Values of such Property in accordance Assets; provided, however, that if the holder of such preferential right fails to consummate the purchase of such Assets prior to the Closing Date, then Seller shall promptly so notify Buyer, and Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Assets to which the preferential purchase right was asserted for the Allocated Values of such Assets. All Assets for which a preferential purchase right has not been asserted prior to Closing, or with Section 2.2(b)(iv)respect to which closing does not occur on or before the Closing Date following the assertion of a preferential purchase right, shall be sold to Buyer at Closing pursuant to the provisions of this Agreement. If, as If one or more of the Closing, any Property is subject to holders of any preferential purchase right rights notifies Seller subsequent to Closing that (a) has not been exercised or waivedit intends to assert its preferential purchase right, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property Seller shall give notice thereof to Buyer) , whereupon Buyer shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any perform all valid preferential purchase right applicable obligations of Seller to any Affected Pref Right such holders and within five Buyer shall be entitled to receive (5) Business Days thereafter, (i) and Seller shall deliver hereby assigns to Buyer all documentation executed at Closing of Seller's rights to) all proceeds received from such holders in connection with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Propertiesrights.

Preferential Purchase Rights. Prior Seller shall send notice of this Agreement to all persons holding preferential purchase rights in any portion of the Assets (i) offering to sell to each such person that portion of the Assets for which such a preferential right is held for an amount equal to the Allocated Values of such Assets and subject to all other applicable terms and conditions of this Agreement. If, prior to Closing, Seller shall use commercially reasonable efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of person asserting a preferential purchase right with respect notifies Seller that it intends to any consummate the purchase of that portion of the Properties exercises and closes on any such Assets to which it holds a preferential purchase right prior pursuant to Closingthe terms and conditions of such notice and this Agreement, then the Properties with respect to which such exercised preferential purchase right relates Assets shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to Assets identified in this Agreement and the Purchase Price shall be adjusted downward reduced by the Allocated Value Values of such Property in accordance with Section 2.2(b)(iv)Assets; provided, however, that, at Seller's option, if the holder of such preferential right fails to purchase such Assets prior to the Closing Date, then Seller shall promptly so notify Buyer, and Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Assets to which the preferential purchase right was asserted for the Allocated Values of such Assets. If, as All Assets for which a preferential purchase right has not been asserted prior to Closing shall also be sold to Buyer at Closing pursuant to the provisions of this Agreement. If one or more of the Closing, any Property is subject to holders of any preferential purchase right notifies Seller subsequent to Closing that (a) has not been exercised or waivedit intends to assert its preferential purchase right, but the period in which the holder may exercise has not yet expiredSeller shall give notice thereof to Buyer, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then whereupon Buyer shall perform all documentation to be delivered at Closing with respect valid preferential purchase right obligations of Seller to such affected Property holders and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) Buyer shall be fully executed entitled to receive (and dated at Closing but not delivered Seller hereby assigns to Buyer all of Seller's rights to) all proceeds received from such holders in connection with such preferential purchase rights. Buyer assumes all risk, liability and the Purchase Price obligations, and shall be adjusted downward by the Allocated Value of any such Listed Interest defend, indemnify, and hold harmless Buyer from and against all Losses (as defined in accordance Section 14.4), which arise from or in connection with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been obligations transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject at Closing pursuant to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the PropertiesSection.

Preferential Purchase Rights. Prior If the Lease Agreement (in the form of Exhibit E-2 hereto) or the Sublease Agreement (in the form of Exhibit E-3 hereto) is challenged in writing by any Person having a Preferential Purchase Right with respect to Closingthe Owned Surface Property to be Leased or the Land Agreements to be Subleased, Seller at Buyer’s option either (i) Buyer shall use commercially reasonable efforts to notify the contest such challenge at its sole cost, or (ii) Seller shall send to each holder of each preferential purchase right set forth on Schedule 3.1(j), a Preferential Purchase Right with respect to the property covered by the agreement that is being challenged a notice in accordance compliance with the contractual provisions applicable to such rightPreferential Purchase Right; provided, however, that, if Buyer elects option (i) above and the challenge is finally determined by a court of the transactions contemplated hereby. All requests for waivers competent jurisdiction to be successful or Buyer determines that it no longer wishes to contest such challenge, then Seller shall, upon written notice of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested fact by Buyer to address transfers among Seller, implement option (ii) above. In the event option (ii) above is implemented, Buyer shall provide Seller with its valuation (determined in accordance with the applicable agreement) of the property that is covered by the agreement that is being challenged which price will be used as the offer price delivered by Seller to the holder of the applicable Preferential Purchase Right; provided however, that Buyer shall indemnify Seller from any Claim made by the holder of the applicable Preferential Purchase Right arising from the offer tendered hereunder. In the event option (ii) above is implemented, Seller will pay to Buyer any payments or other consideration it and its affiliates that will occur receives in connection with Closing. If the disposition of any holder of a preferential purchase right with respect to any of the Properties exercises and closes on property purchased by any such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing holder pursuant to this Agreement and such Preferential Purchase Right. In the Purchase Price shall be adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, event option (ii) the above is implemented, any property not purchased by any such holder pursuant to such Preferential Purchase Price Right shall be increased conveyed or assigned to Buyer pursuant to an instrument in substantially the same form as the applicable Transfer Document. Buyer and Seller agree that, promptly following the assignment, conveyance or other disposition of the property contemplated above in this section, the agreement that is being challenged shall terminate. For the avoidance of doubt, the amount to be paid to Buyer hereunder shall be reduced by an amount equal any Liability incurred by Seller arising from any Claim made by any Person having a Preferential Purchase Right relating to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal action taken under this Agreement relating to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end use of the Cure PeriodLease Agreement or the Sublease Agreement, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Propertiesas applicable.

Preferential Purchase Rights. Prior Recognizing the brief period between the Execution Date and the Closing Date, Purchaser agrees to and shall assume all responsibility and liability regarding preferential purchase rights, rights of first refusal (collectively, "Preferential Rights") and restrictions on assignment or consents to assign ("Consents") relating to the Assets and/or any transfer, assignment or conveyance thereof. Purchaser shall identify Persons (and their addresses) holding preferential rights to purchase affecting the Assets and shall send notice of this Agreement to all such Persons offering to sell to each such Person the Assets for which a Preferential Right is held on and subject to the terms hereof and for the same allocated value for such Assets provided to Seller pursuant to Section 2.5 hereof . Purchaser shall be ultimately responsible for obtaining all waivers , approvals and consents from each and every applicable Person, including, but not limited to, lessors, joint interest owners, farmors, sublessors, assignors, grantors, co-parties to Related Agreements, or other third parties and will provide Seller upon request with proof of each such waiver, consent or approval and the form of all related notices. If, after the Execution Date and prior to Closing, Seller shall use commercially reasonable efforts to notify the holder any of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of Persons asserting a preferential purchase right with respect notifies Seller that it intends to any consummate the purchase of the Properties exercises and closes on any such Assets to which it holds a preferential purchase right prior pursuant to Closing, the terms and conditions hereof then the Properties with respect to which such exercised preferential purchase right relates Assets shall be excluded at Closing from the Properties Assets to be conveyed by Seller to Buyer at the Closing pursuant to Purchaser under this Agreement and the Purchase Price shall be adjusted downward reduced by the Allocated Value allocated value of such Property Assets reflected in accordance with Purchaser's allocation under Section 2.2(b)(iv). If2.5; provided, however, that if the holder of such preferential right fails to consummate the purchase of such Assets before, on or within a reasonable time after the Closing Date (taking into account the notice or acceptance period for the right of preferential purchase and a reasonable amount of time, as determined by Seller, to assemble documentation for such separate sale), then Seller shall promptly so notify Purchaser, and Seller shall sell immediately to Purchaser, and Purchaser shall purchase from Seller, for a price equal to the allocated value of such Assets and upon the Closingother terms of this Agreement, any Property is the Assets to which the Preferential Right was asserted. All Assets for which all Preferential Rights exist shall be sold to Purchaser at Closing pursuant and subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value provisions of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. If one (1) or more of the holders of any Preferential Rights notifies Seller or Purchaser subsequent to Closing that it intends to assert its Preferential Right, in the event Seller receives such notice, Seller shall promptly advise Buyer give notice thereof to Purchaser, and Purchaser shall satisfy all such Preferential Right obligations of the expiration Seller or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect Purchaser to such Affected Pref Property holders including, but not previously delivered limited to, transferring the affected Assets to Buyerthe holder of such rights and PURCHASER SHALL INDEMNIFY, DEFEND, RELEASE AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (iiINCLUDING WITHOUT LIMITATION, PIONEER'S INTERNAL EXPENSES AND COURT COSTS AND REASONABLE ATTORNEY'S FEES) the Purchase Price IN CONNECTION THEREWITH. Purchaser shall be increased entitled to receive upon satisfaction in full by an amount equal to Purchaser of all the Allocated Value foregoing obligations all proceeds received from such holders in connection with such Preferential Rights, exercised after Closing. PURCHASER SHALL INDEMNIFY AND HOLD HARMLESS SELLER FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, LOSSES, COSTS AND EXPENSES (adjusted pursuant to Section 2.2INCLUDING, WITHOUT LIMITATION, COURT COSTS AND REASONABLE ATTORNEYS' FEES) of such Affected Pref PropertyASSERTED OR INCURRED AT ANY TIME (WHETHER BEFORE, and (iiiON OR AFTER CLOSING) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure PeriodWITH RESPECT TO OR ARISING DIRECTLY OR INDIRECTLY FROM THE CLAIMS OF ANY PERSON TO A PREFERENTIAL RIGHT OR CONSENT AFFECTING ANY OF THE ASSETS TRANSFERRED, all Affected Pref Properties that have not yet been transferred to Buyer shallASSIGNED OR CONVEYED OR PURPORTEDLY TRANSFERRED, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the PropertiesASSIGNED OR CONVEYED TO PURCHASER HEREUNDER.

Preferential Purchase Rights. Prior to Closing, Seller shall use commercially reasonable efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right (a) prior to ClosingSeller’s delivery of the Preliminary Settlement Statement, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and the Purchase Price shall be adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). If, as ) or (b) after Seller’s delivery of the Preliminary Settlement Statement but prior to the Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be included in the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement, notwithstanding the exercise of such preferential purchase right, without any reduction to the Purchase Price with respect thereto. Except for any Retained Property is subject (with respect to which Seller shall be obligated to comply with the terms, and entitled to all the proceeds paid in connection with any exercise, of any preferential purchase right that (a) has not been exercised or waivedapplicable thereto), but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) Buyer shall be fully executed obligated to comply with the terms, and dated at Closing but not delivered entitled to Buyer and all the Purchase Price shall be adjusted downward by the Allocated Value of proceeds paid in connection with any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Propertyexercise of, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing the Properties. If the holder of a preferential purchase right with respect to any Retained Property fails to consummate the purchase of such Affected Pref Retained Property not previously delivered to Buyerin accordance with the terms and conditions of such preferential purchase right, then, within ten (ii10) the Purchase Price business days of Seller’s providing Buyer with notice thereof, Buyer shall be increased by an amount purchase (at a purchase price equal to the Allocated Value (adjusted thereof), and Seller shall assign to Buyer pursuant to Section 2.2) of an assignment in substantially the same form as the Assignment, such Affected Pref Retained Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. Prior If the Lease Agreement (in the form of Exhibit E-2 hereto) or the Sublease Agreement (in the form of Exhibit E-3 hereto) is challenged in writing by any Person having a Preferential Purchase Right with respect to Closingthe Owned Surface Property to be Leased or the Land Agreements to be Subleased, Seller at Buyer’s option either (i) Buyer shall use commercially reasonable efforts to notify the contest such challenge at its sole cost, or (ii) Seller shall send to each holder of each preferential purchase right set forth on Schedule 3.1(j), a Preferential Purchase Right with respect to the property covered by the agreement that is being challenged a notice in accordance compliance with the contractual provisions applicable to such rightPreferential Purchase Right; provided, however, that, if Buyer elects option (i) above and the challenge is finally determined by a court of the transactions contemplated hereby. All requests for waivers competent jurisdiction to be successful or Buyer determines that it no longer wishes to contest such challenge, then Seller shall, upon written notice of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested fact by Buyer to address transfers among Seller, implement option (ii) above. In the Execution Version event option (ii) above is implemented, Buyer shall provide Seller with its valuation (determined in accordance with the applicable agreement) of the property that is covered by the agreement that is being challenged which price will be used as the offer price delivered by Seller to the holder of the applicable Preferential Purchase Right; provided however, that Buyer shall indemnify Seller from any Claim made by the holder of the applicable Preferential Purchase Right arising from the offer tendered hereunder. In the event option (ii) above is implemented, Seller will pay to Buyer any payments or other consideration it and its affiliates that will occur receives in connection with Closing. If the disposition of any holder of a preferential purchase right with respect to any of the Properties exercises and closes on property purchased by any such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing holder pursuant to this Agreement and such Preferential Purchase Right. In the Purchase Price shall be adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, event option (ii) the above is implemented, any property not purchased by any such holder pursuant to such Preferential Purchase Price Right shall be increased conveyed or assigned to Buyer pursuant to an instrument in substantially the same form as the applicable Transfer Document. Buyer and Seller agree that, promptly following the assignment, conveyance or other disposition of the property contemplated above in this section, the agreement that is being challenged shall terminate. For the avoidance of doubt, the amount to be paid to Buyer hereunder shall be reduced by an amount equal any Liability incurred by Seller arising from any Claim made by any Person having a Preferential Purchase Right relating to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal action taken under this Agreement relating to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end use of the Cure PeriodLease Agreement or the Sublease Agreement, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Propertiesas applicable.

Preferential Purchase Rights. Prior to Closing, Seller shall use commercially reasonable efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right prior to Closing, or if the time period for exercise of such right has not expired prior to Closing and such holder has neither exercised nor waived such right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement and shall be deemed to be Retained Properties, and the Purchase Price shall be adjusted downward by the Allocated Value of such Property Properties in accordance with Section 2.2(b)(iv3.2(b)(iv). IfIf a holder of a preferential purchase right with respect to any Property waives such right prior to Closing, or if the time period for exercise of such right expires prior to Closing and the holder did not timely exercise such right, then the affected Properties shall be included at Closing with no adjustment to the Purchase Price (other than such other adjustments under this Agreement as of may be applicable). After the Closing, if any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including of a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right a Retained Property waives such right, or does not timely exercise such right within the time period for exercise of such right, or if the holder of a preferential purchase right who timely elected to exercise such right fails to consummate the purchase of such Retained Property in accordance with the terms and conditions of such preferential purchase right, then, within five ten (510) Business Days thereafterof Seller’s providing Buyer with notice thereof, Buyer shall purchase such Retained Property (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount a purchase price equal to the Allocated Value (adjusted thereof, plus or minus any applicable adjustments under this Agreement), and Seller shall assign such Retained Property to Buyer pursuant to Section 2.2) of such Affected Pref Propertyan assignment in substantially the same form as the Assignment, and (iii) Buyer such Property shall pay no longer be deemed to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref be a “Retained Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to ” under this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 6.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties.

Preferential Purchase Rights. Prior If a Lease is subject to a preferential right to purchase, right of first refusal, right of first offer, or similar right that is exercised prior to the Closing, Seller shall use commercially reasonable efforts be deemed to notify the holder have suffered a complete failure of each preferential purchase right set forth on Schedule 3.1(j), in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right title with respect to any of the Properties exercises and closes on any affected Lease, such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates Lease shall be excluded from the Properties Assets conveyed by Seller to Buyer at the Closing, the Purchase Price shall be reduced by an amount equal to the full Allocated Value of the affected Lease, and Seller shall be entitled to retain all proceeds paid for the affected Lease by the person exercising such preferential right to purchase or similar right. For any Lease burdened by a preferential right to purchase or similar right which has not been exercised as of the Closing pursuant Date, but for which the time period for exercise has not expired (and the applicable right has not been waived by the holder thereof), such Lease shall be withheld from the Assets sold to this Agreement Buyer at Closing, and the Purchase Price shall be adjusted downward reduced by the Allocated Value of such Property in accordance with Section 2.2(b)(iv)Lease. If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of If any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from or similar right is ultimately either waived or the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the time period for exercise for any preferential purchase right applicable relative thereto expires without the holder exercising such right, Buyer shall, within ten (10) business days of such waiver or expiry, pay to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of and Seller shall convey such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred Lease to Buyer shall, unless otherwise agreed by using an Assignment in the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies form of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the PropertiesExhibit E attached hereto.

Preferential Purchase Rights. Prior to ClosingWithin five days of the date of this Agreement, Seller shall use commercially reasonable efforts notify all Persons who hold Preferential Purchase Rights relating to notify any Acquired Assets, such Preferential Purchase Rights and Acquired Assets being listed on Schedule 5.10, offering to allow such Persons to exercise their Preferential Purchase Right as to the holder of each preferential purchase right Acquired Assets subject to such Preferential Purchase Rights, for the price set forth on Schedule 3.1(j5.10. If such Person elects to exercise a Preferential Purchase Right, the Acquired Assets subject to such Preferred Purchase Rights shall be deemed to have suffered a Total Loss pursuant to Section 2.5(c). If any such Person elects to exercise a Preferential Purchase Right for such Acquired Assets, and this Agreement is not terminated in accordance with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential purchase right with respect to any of the Properties exercises and closes on any such preferential purchase right prior to ClosingSection 12.1 hereof, then the Properties with respect Acquired Assets subject to which such exercised preferential purchase right relates Preferential Purchase Right shall not be included in the Acquired Assets assigned and conveyed at Closing, and the Purchase Price paid at Closing shall be excluded from adjusted as set forth in Section 2.7. If the Properties conveyed by Seller Person holding a Preferential Purchase Right for an Acquired Asset does not elect to Buyer at exercise such Preferential Purchase Right, then the Closing pursuant Acquired Assets subject to this Agreement such Preferential Purchase Right shall be included within the Acquired Assets, and the Purchase Price shall not be adjusted downward by the Allocated Value of such Property in accordance with Section 2.2(b)(iv). If, as of the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights and remedies of Buyer set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Propertiesso adjusted.

Preferential Purchase Rights. Prior With respect to each Preferential Purchase Right set forth in Schedule 5.13, Seller, prior to the Closing, Seller shall use commercially reasonable efforts send to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), such Preferential Purchase Right a notice in accordance material compliance with the contractual provisions applicable to such rightPreferential Purchase Right. If, of prior to the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If , any holder of a preferential Preferential Purchase Right notifies Seller that such holder intends to consummate the purchase right with respect to any of the Properties exercises Asset(s) (or portion(s) thereof) to which its Preferential Purchase Right applies, or the time for responding has not yet expired and closes on any such preferential purchase the right prior to Closinghas not been waived by the holder thereof, then the Properties with respect Asset subject to which such exercised preferential purchase right relates Preferential Purchase Right shall be excluded from the Properties conveyed by Seller Assets to be assigned to Buyer at the Closing pursuant (but only to this Agreement the extent of the portion of such Asset affected by the Preferential Purchase Right), and the Base Purchase Price shall be adjusted downward reduced by the Allocated Value of the Asset (or portion thereof) so excluded. Seller shall be entitled to all proceeds paid by any Person exercising a Preferential Purchase Right prior to the Closing. If such Property holder of such Preferential Purchase Right thereafter fails to consummate the purchase of the Asset (or portion thereof) covered by such Preferential Purchase Right on or before sixty (60) days following the Closing Date, (a) Seller shall so notify Buyer, (b) Buyer shall purchase, on or before ten (10) days following receipt of such notice, such Asset (or portion thereof) that was so excluded from the Assets to be assigned to Buyer at the Closing, under the terms of this Agreement and for a price equal to the amount by which the Base Purchase Price was reduced at the Closing with respect to the Asset(s) (or portion(s) thereof) so excluded (subject to adjustment as set forth in accordance with Section 2.2(b)(iv)Sections 3.3 and 3.4) and (c) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at the Closing pursuant to an instrument in substantially the same form as the applicable Conveyance. If, as of the Closing, any Property is subject to any preferential purchase right that (a) the time for exercising a Preferential Purchase Right has not expired and such Preferential Purchase Right has not been exercised or waived, but then the period Asset subject to such Preferential Purchase Right shall not be included in which the Assets to be assigned to Buyer at the Closing. However, if the time for exercising a Preferential Purchase Right thereafter expires with the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each of such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer and the Preferential Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right Right failing to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of affected Asset on or before sixty (60) days following the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafterClosing Date, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to so notify Buyer, (ii) Buyer shall purchase, on or before ten (10) days following receipt of such notice, such Asset (or portion thereof) that was so excluded from the Purchase Price shall Assets to be increased by an amount assigned to Buyer at the Closing, under the terms of this Agreement and for a price equal to the Allocated Value amount by which the Base Purchase Price was reduced at the Closing with respect to the Asset(s) (adjusted pursuant or portion(s) thereof) so excluded (subject to Section 2.2adjustment as set forth in Sections 3.3 and 3.4) of such Affected Pref Property, and (iii) Seller shall assign to Buyer the Asset (or portion thereof) so excluded at the Closing pursuant to an instrument in substantially the same form as the applicable Conveyance. For any Assets excluded from the Closing due to a Preferential Purchase Right and retained by Seller, the Parties shall execute a mutually agreeable Contract Operating form, whereby Buyer shall pay agree, until the assignment of each affected Asset to Buyer or six (6) months after the Closing Date, whichever is earlier, to serve as contract operator on behalf of Seller an amount equal for all such Assets. All Assets for which any applicable Preferential Purchase Right has been waived prior to the Allocated Value (adjusted Closing shall be sold to Buyer at the Closing pursuant to Section 2.2) the provisions of such Affected Pref Property. At the end of the Cure Period, all Affected Pref Properties that have not yet been transferred to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything to the contrary set forth herein, the rights Parties acknowledge and remedies agree that Seller desires to sell all of Buyer set forth in the Assets and would not have entered into this Section 5.9 shall be Agreement but for Buyer’s exclusive rights agreement to purchase all of the Assets as herein provided. Accordingly, it is expressly understood and remedies with respect agreed that Seller shall have no obligation of any kind to consummate the sale, transfer and/or conveyance of any Asset(s) (or any portion(s) thereof) to any preferential purchase right holder of any Preferential Purchase Right applicable thereto (regardless of whether such holder has notified Seller prior to the PropertiesClosing Date that such holder intends to consummate the purchase of the Asset(s) to which its Preferential Purchase Right applies) unless and until the Closing of the 41 transactions contemplated by this Agreement has been consummated in accordance with the terms and conditions of this Agreement.

Preferential Purchase Rights. Prior to Closing, Seller shall use commercially reasonable best efforts to notify the holder of each preferential purchase right set forth on Schedule 3.1(j), give notices required in accordance connection with the contractual provisions applicable to such right, of the transactions contemplated hereby. All requests for waivers of preferential purchase rights shall be in a form reasonably acceptable prior to Buyer and shall include such language as reasonably requested by Buyer to address transfers among it and its affiliates that will occur in connection with Closing. If any holder of a preferential right to purchase right with respect to any portion of the Properties exercises and closes on any Assets is exercised prior to the Closing Date, then that portion of the Assets affected by such preferential purchase right prior to Closing, then the Properties with respect to which such exercised preferential purchase right relates shall be excluded from the Properties conveyed by Seller to Buyer at the Closing pursuant to this Agreement Assets and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such Property in accordance with Section 2.2(b)(iv)affected Assets without the requirement for Buyer to give notice. IfIf by Closing, as either (i) the time frame for the exercise of a preferential purchase right has not expired and Seller has not received notice of an intent not to exercise or a waiver of the preferential purchase right, or (ii) a third party exercises its preferential right to purchase, but fails to consummate the purchase prior to the Closing, any Property is subject to any preferential purchase right that (a) has not been exercised or waived, but then Seller shall retain the period in which the holder may exercise has not yet expired, (b) has been exercised but not yet consummated or (c) is in dispute, then, in each such case, then all documentation to be delivered at Closing with respect to such affected Property and any associated Listed Interest and other Properties (collectively, the “Affected Pref Property”) (including a separate Assignment transferring such Affected Pref Property to Buyer) shall be fully executed and dated at Closing but not delivered to Buyer Assets and the Purchase Price shall be adjusted downward by the Allocated Value of any such Listed Interest in accordance with Section 2.2(b)(iv). Upon consummation of any preferential right to purchase in respect of any Affected Pref Property, such Affected Pref Property shall be permanently removed from the Properties subject to this Agreement. Seller shall promptly advise Buyer of the expiration or waiver of the period for exercise for any preferential purchase right applicable to any Affected Pref Right and within five (5) Business Days thereafter, (i) Seller shall deliver to Buyer all documentation executed at Closing with respect to such Affected Pref Property not previously delivered to Buyer, (ii) the Purchase Price shall be increased by an amount equal to the Allocated Value (adjusted pursuant to Section 2.2) of such Affected Pref Propertyaffected Assets. As to any Assets retained by Seller under this Section 4.4(b), following Closing if the preferential right to purchase is not consummated within the time frame specified in the preferential purchase right, or if the time frame for exercise of the preferential purchase right expired without exercise after the Closing, Seller shall promptly convey the affected Asset to Buyer effective as of the Effective Time, and (iii) Buyer shall pay to Seller an amount equal to the Allocated Value (adjusted thereof pursuant to Section 2.2) the terms of such Affected Pref Property. At this Agreement up to and through the end of Final Settlement Date and in connection with the Cure Period, all Affected Pref Properties that have not yet been transferred payments to Buyer shall, unless otherwise agreed by the Parties, be permanently removed from the Properties subject to this Agreement. Notwithstanding anything made with respect to the contrary set forth herein, the rights and remedies of Buyer Final Settlement Statement as set forth in this Section 5.9 shall be Buyer’s exclusive rights and remedies with respect to any preferential purchase right applicable to the Properties13.1, below.