Preferential Right to Purchase. This Agreement is also made expressly subject to a Preferential Right to Purchase, the terms and conditions of which are as follows:
Preferential Right to Purchase. If Participant desires to transfer, sell, farm out, assign, or otherwise dispose of all or part of its interest in a Lease that has been assigned to it by El Paso pursuant to Section 3.3. Participant shall promptly give written notice to El Paso with full information about the proposed transaction, including, but not limited to, the name and address of the prospective transferee (who must be ready, willing, and able to acquire the interest and deliver the stated consideration therefor), the consideration and all terms related to the transfer. In the case of a package sale of oil and gas interests that includes all or part of Participant's interest in such Leases, or if the proposed transaction is structured as a non-simultaneous, like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended ("Code"), the interest that is subject to this preferential right shall be separately valued and the notice shall state the value attributed to the interest by the prospective transferee. El Paso shall have an optional prior right, for a period of thirty (30) days after receipt of the notice, to elect to purchase or acquire on the same terms and conditions, or on equivalent terms for a non-cash transaction, all of such interests that the Participant is proposing to transfer. This preferential right shall apply separately to each Lease or part thereof covered by this Agreement, regardless of whether it is included in the proposed transaction along with other oil and gas interests, whether as a sale, farm out, or non-simultaneous, like-kind exchange, and no provision in this Agreement shall be interpreted to defeat this preferential right. Upon exercise of this preferential right, El Paso shall agree to perform all obligations of the prospective transferee under the proposed transaction only for such interest subject to the proposed transaction. This preferential right, however, shall not exist or apply when Participant proposes (a) to mortgage its interest; (b) to dispose of or transfer its interest to an Affiliate by (i) merger, (ii) reorganization, or (iii) consolidation; (c) to sell all, or substantially all, of its exploration and production properties located in the United States of America; or (d) to transfer the interest under a property exchange transaction other than a non-simultaneous, like-kind exchange under Section 1031 of the Code. If the proposed transaction is not consummated within six (6) months after receipt of the notice by El...
Preferential Right to Purchase. Any Transfer of Interest shall be subject to the following provisions:
Preferential Right to Purchase shall apply only to the Working Interest that is subject to the Transfer of Interest.
Preferential Right to Purchase. Any Transfer of all or a portion of a Development Party’s Joint Development Interest or a Material Interest, other than a Transfer thereof to a Wholly-Owned Affiliate shall be subject to the following procedure.
Preferential Right to Purchase a copy of the executed binding agreement for the proposed Transfer of Interest, including exhibits, but excluding any provisions not relevant to the proposed Transfer of Interest, the cash consideration, if applicable, and identification of any non-cash consideration and its equivalent cash value, as determined in accordance with Article 24.2.1 (Notice of Proposed Transfer of Interest), if applicable.
Preferential Right to Purchase. Subject to the terms of this Agreement, Aquatic and Century shall each have a recurring preferential right to purchase the other parties interest in proposed sale of any interest acquired under this Agreement. Before entering into a sales contract with a purchaser, Century or Aquatic will promptly give written notice of the proposed sale, describing all relevant details, including a draft of the proposed contract. Each party shall have fifteen (15) days after receipt of the notice within which to elect to contract to purchase or designate an alternate purchaser, on the same terms contained in the notice, or on terms more favorable. If any party fails to notify the selling party of its election within the fifteen (15) day period, or elects not to purchase, the selling party may enter into the proposed contract on the same terms contained in the notice to the other party. If, for any reason, either party does not enter into the proposed contract on the terms contained in the notice and permitted by this Agreement, or if the proposed contract executed terminates, expires or is renegotiated, in whole or in part, the preferential right shall apply again and in accordance with this Agreement and the Operating Agreement. Aquatic’s continued compliance with all terms of this Agreement and the Operating Agreement is a condition to Aquatic preserving this preferential right to purchase Century’s interest offered to a third party.
Preferential Right to Purchase. Should any Party desire to sell all or any part of its interests under this Agreement, or its rights and interests in the Unit Area, it shall promptly give written notice to the other Parties, with full information concerning its proposed disposition, which shall include the name and address of the prospective transferee (who must be ready, willing and able to purchase), the purchase price, a legal description sufficient to identify the property, and all other terms of the offer. The other Parties shall then have an optional right, for a period of ten (10) days after the notice is delivered, to purchase for the stated consideration on the same terms and conditions the interest which the other Party proposes to sell; and, if this optional right is exercised, the purchasing Parties shall share the purchased interest in the proportions that the interest of each bears to the total interest of all purchasing Parties. However, there shall be no preferential right to purchase in those cases where any Party wishes to mortgage its interests, or to transfer title to its interests to its mortgagee in lieu of or pursuant to foreclosure of a mortgage of its interests, or to dispose of its interests by merger, reorganization, consolidation, or by sale of all or substantially all of its oil and gas assets to any party, or by transfer of its interests to a subsidiary or parent company or to a subsidiary of a parent company, or to any company in which such Party owns a majority of the stock.
Preferential Right to Purchase. If, after Closing, the holder of a preferential purchase right binding on the Assets agrees to purchase such Asset for an amount equal to the Allocated Value of such Asset subject to all other terms and conditions of this Agreement, then Purchaser shall promptly convey such Asset to the holder of the preferential purchase right and Purchaser (and not any Seller) shall be entitled to receive all proceeds of such sale from the holder of the preferential purchase right.
Preferential Right to Purchase. Should Seller hereafter desire to sell all or any part of the reversionary interest herein reserved by Seller, whether before or after the time of reversion, Seller shall promptly give written notice to the Purchaser, with full information on its proposed disposition, which shall include the name and address of the prospective purchaser (who must be ready, willing and able to purchase), the purchase price, a legal description sufficient to identify the interest and property to be sold, and all other terms of the offer. Purchaser shall then have an optional prior right, for a period of thirty (30) days after the notice is delivered, to purchase for the stated consideration on the same terms and conditions the interest which the Seller proposes to sell.
