Common use of Preferential Rights and Consents Clause in Contracts

Preferential Rights and Consents. Buyer (or one of its affiliates, as general partner of Seller) will be solely responsible for identifying the names and addresses of parties whose consent is required in order to assign the Properties to Buyer (“Consent”), or who have preferential purchase rights to purchase an Oil and Gas Property (“Preferential Rights”). Buyer (or one of its affiliates as general partner of Seller) will request from the parties so identified (and in accordance with the documents creating such rights), execution of such Consents and/or waivers of Preferential Rights. From and after the Closing, Buyer shall indemnify and hold Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) harmless from and against all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorney’s fees) whatsoever that arise out of any failure to obtain Consents or waivers of Preferential Rights with respect to any transfer by Seller to Buyer of any part of the Properties and with respect to any subsequent transfers WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY. Buyer has allocated an amount of the Base Purchase Price to each Property as shown on Schedule I. If a party from whom a waiver of a Preferential Right is requested refuses to give such waiver, Seller will tender to such party the required interest in the Property (at a price equal to the “Allocated Amount” specified in Schedule I hereto for such Property, reduced appropriately, as determined by mutual agreement of Buyer and Seller, if less than the entire Property must be tendered), and to the extent that such Preferential Right is exercised by such party, and such interest in such Property is actually sold to such party so exercising such right, such interest in such Property will be excluded from the transaction contemplated hereby and the Purchase Price will be adjusted downward by the actual amount paid to Seller by the party exercising such right. Upon the exercise of any Preferential Rights after the Closing with respect to any Property conveyed to Buyer, Buyer will tender the required interest in such Property affected by such unwaived Preferential Right in accordance with such Preferential Right and shall be entitled to collect and retain the purchase price received from such purchaser.

Preferential Rights and Consents. Buyer Seller will use reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all material Oil and Gas Properties, (or one of its affiliates, as general partner of Selleri) will all preferential rights to purchase (“Preferential Rights”) and requirements that consents to assignment (“Consents”) be solely responsible for identifying obtained which would be applicable to the transactions contemplated hereby and (ii) the names and addresses of parties whose consent is required holding such rights; in order attempting to assign identify such Preferential Rights and Consents, and the Properties names and addresses of such parties holding the same, Seller shall in no event be obligated to Buyer (“Consent”)go beyond its own records. Seller will request, or who have preferential purchase rights to purchase an Oil and Gas Property (“Preferential Rights”). Buyer (or one of its affiliates as general partner of Seller) will request from the parties so identified (and in accordance with the documents creating such rights), execution of such Consents and/or waivers of Preferential RightsRights so identified. From Seller shall have no obligation other than to so attempt to identify such Preferential Rights or Consents and after the Closing, Buyer shall indemnify and hold Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents to so request such execution of such parties) harmless from and against all claims, actions, causes Consents and/or waivers of action, liabilities, damages, losses, costs or expenses Preferential Rights (including, without limitation, court costs and attorney’s fees) whatsoever Seller shall have no obligation to Buyer to assure that arise out of any failure to obtain such Consents or waivers of Preferential Rights with respect to any transfer by Seller to Buyer of any part of the Properties and with respect to any subsequent transfers WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTYare obtained). Buyer has allocated an amount of the Base Purchase Price to each Property as shown on Schedule I. If a party from whom a waiver of a Preferential Right is requested refuses to give such waiver, Seller will tender and the period of time to such party the required interest in the Property (at a price equal to the “Allocated Amount” specified in Schedule I hereto for such Property, reduced appropriately, as determined by mutual agreement of Buyer and Seller, if less than the entire Property must be tendered), and to the extent that exercise such Preferential Right is exercised has not expired, such Preferential Right shall not constitute a Defect, but Seller may elect to exclude the Property affected by such party, Preferential Right and such interest in such Property is actually sold to such party so exercising such right, such interest in such Property will be excluded from reduce the transaction contemplated hereby and the Base Purchase Price will be adjusted downward by an amount calculated in the actual amount paid to Seller by the party exercising such rightmanner provided in Section 7.5 (b). Upon the exercise of any Preferential Rights after the Closing with respect to any Property conveyed to Buyer, Buyer will tender the required interest in such Property affected by such unwaived Preferential Right in accordance with Right, at the allocated portion (“Allocated Amount”) of the Base Purchase Price set forth on Schedule I for such Preferential Right and affected Property (or portion thereof) to the holder, or holders, of such right. In return for tendering the Property to such holder(s), Buyer shall be entitled to collect and retain the purchase price received such amount from such purchaser.

Preferential Rights and Consents. Buyer (or one of its affiliates, as general partner of Seller) will be solely responsible for identifying There are no preferential rights to purchase affecting the names and addresses of parties whose consent is Properties. Schedule 6.1 sets forth all required in order Third Party consents to assign the Properties to Buyer (“Consent”)Properties, or who have preferential purchase rights to purchase an Oil except for those consents and Gas Property (“Preferential Rights”). Buyer (or one approvals of its affiliates as general partner of Seller) will request from the parties so identified (and in accordance with the documents creating such rights), execution of such Consents and/or waivers of Preferential Rights. From and assignments that are customarily obtained after the Closing. As of the Closing Date, Seller will have requested waivers of all known consents to assign applicable to the transactions contemplated herein and will provide to Buyer copies of all requests of such waivers and will keep Buyer informed as to the status of each such request. Seller shall have no further obligation with respect to such consents (including, without limitation, Seller shall have no obligation to assure that such consents are obtained) except that Seller agrees to use commercially reasonable efforts to cooperate with Buyer in obtaining such consents. Buyer shall indemnify and hold Seller (and its partners and its and their affiliates and the respective members, officers, managers, directors, employees, attorneys, contractors and agents of such parties) harmless from and against all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorney’s fees) Losses whatsoever that arise out of any the failure to obtain Consents consents or waivers of Preferential Rights any applicable preferential rights with respect to any transfer by Seller to Buyer of any part of the Properties and with respect to any subsequent transfers transfers, WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY. Buyer has allocated an amount of the Base Purchase Price to each Property as shown on Schedule I. If a party from whom a waiver of a Preferential Right is requested refuses to give such waiver, Seller will tender to such party the required interest in the Property (at a price equal to the “Allocated Amount” specified in Schedule I hereto for such Property, reduced appropriately, as determined by mutual agreement of Buyer and Seller, if less than the entire Property must be tendered), and to the extent that such Preferential Right is exercised by such party, and such interest in such Property is actually sold to such party so exercising such right, such interest in such Property will be excluded from the transaction contemplated hereby and the Purchase Price will be adjusted downward by the actual amount paid to Seller by the party exercising such right. Upon the exercise of any Preferential Rights after the Closing with respect to any Property conveyed to Buyer, Buyer will tender the required interest in such Property affected by such unwaived Preferential Right in accordance with such Preferential Right and shall be entitled to collect and retain the purchase price received from such purchaser.

Preferential Rights and Consents. Seller and Buyer (or one will use reasonable efforts consistent with industry practice in transactions of its affiliatesthis type, as general partner with respect to all Oil and Gas Properties, to develop a list of Seller) will be solely responsible for identifying the names and addresses of parties whose consent is required in order to assign the Properties to Buyer (“Consent”)holding Preferential Rights and Consents. Seller will request, or who have preferential purchase rights to purchase an Oil and Gas Property (“Preferential Rights”). Buyer (or one of its affiliates as general partner of Seller) will request from the parties so identified (and in accordance with the documents creating such rights), execution of such Consents and/or waivers of Preferential Rights. From and after the Closing, Buyer Seller shall indemnify and hold Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents have no obligation other than to request such execution of such parties) harmless from and against all claims, actions, causes Consents and/or waivers of action, liabilities, damages, losses, costs or expenses Preferential Rights (including, without limitation, court costs and attorney’s fees) whatsoever Seller shall have no obligation to assure that arise out of any failure to obtain such Consents or waivers of Preferential Rights with respect are obtained). If, prior to any transfer by Closing, Seller fails to obtain requisite Consents and/or waivers of Preferential Rights or the time periods for the giving of a Consent or the exercise of a Preferential Right have not expired, Buyer of any part may at its sole option prior to Closing (i) waive the defect or (ii) exclude the property affected, or in the case where only a portion of the property is affected, exclude the affected portion, from the Oil and Gas Properties and with respect to any subsequent transfers WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE deduct the Pref Right Value (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCTas defined below) OF ANY INDEMNIFIED PARTY. Buyer has allocated an amount of therefore from the Base Purchase Price to each Property as shown on Schedule I. Price. If a party from whom a waiver of a Preferential Right is requested refuses to give such waiverwaiver prior to Closing, Seller will tender to such party the required interest in the Property (at a price the value of which shall be deemed to be equal to the “Allocated Amount” amount specified in Schedule I hereto for such Property, reduced appropriately, as determined by mutual agreement of Buyer and Seller, if less than the entire Property must be tendered) (the "Pref Right Value"), and to the extent that such Preferential Right is exercised by such party, and such interest in such Property is actually sold to such party so exercising such right, such interest in such Property will be excluded from the transaction contemplated hereby and the cash portion of the Base Purchase Price will be adjusted downward by the actual amount Pref Right Value. With respect to any properties that have been excluded from the Oil and Gas Properties prior to Closing because of the existence of a Preferential Right that has not been exercised or waived, if, within ninety (90) days after Closing, such Preferential Right is waived or the time period for the exercise thereof has passed without the Preferential Right being exercised, then Seller shall convey such property to Buyer and Buyer shall pay in cash the Pref Right Value therefor. If after the Closing, any party holding a Preferential Right on a Property elects to exercise same and Buyer has paid to Seller for and accepted conveyance of the Property, Buyer shall comply with the terms of the applicable Preferential Right. Buyer shall be due any consideration paid by the such third party exercising such right. Upon upon the exercise of any such Preferential Rights after Right in exchange for Buyer delivering such third party an assignment for that portion of the Closing with respect to any Property conveyed affected by the exercise of such Preferential Right, and Seller shall pay to Buyer, Buyer will tender the required interest in amount, if any, which the Pref Right Value for such Property affected exceeds the amount received by Buyer from such unwaived third party for such Property. Buyer shall indemnify Seller for any failure to comply with the terms of the Preferential Right as provided in accordance with such Preferential the preceding sentence, up to an amount not to exceed the Pref Right and shall be entitled to collect and retain Value for the purchase price received from such purchaseraffected Property.

Preferential Rights and Consents. Seller will assist Buyer in identifying, with respect to all material, (or one of its affiliates, as general partner of Selleri) will all preferential rights to purchase ("PREFERENTIAL RIGHTS") and requirements that consents to assignment ("CONSENTS") be solely responsible for identifying obtained which would be applicable to the transactions contemplated hereby and (ii) the names and addresses of parties whose consent holding such rights; in attempting to assist in identifying such Preferential Rights and Consents, and the names and addresses of such parties holding the same, Seller shall in no event be obligated to go beyond its own records. Seller is required in order to assign presently aware that the Properties to Buyer (“Consent”), or who have preferential purchase rights to purchase an Oil and Gas Property (“Properties are subject to the Preferential Rights”)Rights and Consents under the Agreements listed on Exhibit A-3. Buyer (or one of its affiliates as general partner of Seller) As identified and requested by Buyer, Seller will request from the parties so identified (and assist in preparing request, in accordance with the documents creating such rights), for the execution of such Consents and/or waivers of Preferential Rights. From Seller shall have no obligation other than to so attempt to assist in identifying such Preferential Rights or Consents and after the Closingto assist in requesting such execution of Consents and/or waivers of Preferential Rights (including, without limitation, Seller shall have no obligation to assure that such Consents or waivers of Preferential Rights are obtained). Buyer shall indemnify and hold Seller (and its partners Members and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) harmless from and against all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorney’s 's fees) whatsoever that arise out of any the failure to obtain Consents or waivers of Preferential Rights with respect to any transfer by Seller to Buyer of any part of the Properties and with respect to any subsequent transfers WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCTNEGLIGENCE) OF ANY INDEMNIFIED PARTY. Buyer has allocated an amount of the Base Purchase Price to each Property as shown on Schedule I. If a party from whom a waiver of a Preferential Right is requested refuses to give such waiver, Seller will tender to such party the required interest in the Property (at a price equal to the “Allocated Amount” specified in Schedule I hereto for such Property, reduced appropriately, as determined by mutual agreement of Buyer and Seller, if less than the entire Property must be tendered), and to the extent that such Preferential Right is exercised by such party, and such interest in such Property is actually sold to such party so exercising such right, such interest in such Property will be excluded from the transaction contemplated hereby and the Purchase Price will be adjusted downward by the actual amount paid to Seller by the party exercising such right. Upon the exercise of any Preferential Rights after the Closing with respect to any Property conveyed to Buyer, Buyer will tender the required interest in such Property affected by such unwaived Preferential Right in accordance with such Preferential Right and shall be entitled to collect and retain the purchase price received from such purchaser.interest

Preferential Rights and Consents. Buyer Sellers do not believe that the Oil and Gas Properties are, but if, certain of the Oil and Gas Properties are or may be subject to (a) preferential purchase rights, rights of first refusal and similar option rights in third parties to purchase all or one part of its affiliatescertain of the Oil and Gas Properties (collectively, as general partner of Seller) will be solely responsible for identifying the names and addresses of parties whose consent is required in order to assign the Properties to Buyer (“Consent”"Preferential Rights"), or who have preferential purchase rights (b) lessors' approvals or other consents to purchase an transfer any part of the Oil and Gas Property Properties (“other than governmental approvals routinely acquired after a transfer) including the non-transferability requirement of any license, permits, right-of-way, pipeline franchise or easement, or a requirement of renegotiation upon transfer of ownership (collectively, "Consents"), Sellers shall request, from each party shown on Sellers' records as holding Preferential Rights”). Buyer (Rights or one of its affiliates as general partner of Seller) will request from the parties so identified (required to give Consents, and in accordance with the documents creating such rights), execution of such Consents and/or waivers of Preferential Rights. From and after the Closing, Buyer shall indemnify and hold Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) harmless from and against all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorney’s fees) whatsoever that arise out of any failure to obtain Consents or waivers of Preferential Rights with respect to any transfer by Seller to Buyer of any part of the Properties and with respect to any subsequent transfers WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTYConsents. Buyer has allocated an amount of the Base Purchase Price to each Property as shown on Schedule I. If a party from whom a waiver of a Preferential Right is requested refuses to give such waiver, Seller will Sellers shall tender to such party the required interest in the Property (at a price equal to the “Allocated Amount” specified in Schedule I hereto for such Property, reduced appropriately, as determined by mutual agreement of Buyer the documents creating the Preferential Rights) the Oil and Seller, if less than the entire Property must be tendered)Gas Properties affected by such unwaived Preferential Right and if, and to the extent that that, such Preferential Right is exercised by such partythe holder thereof, and such interest in such the Oil and Gas Property is actually sold pursuant to such party so exercising such right, such interest in such Property will the Oil and Gas Properties shall be excluded from the transaction sale and purchase of Assets contemplated hereby and the Purchase Price will shall be adjusted downward reduced by the actual amount paid allocated to Seller such Oil and Gas Property as set forth in Schedule 2.3 hereto, or if not so set forth, by the party exercising amount so determined by mutual agreement of the parties hereto. All Oil and Gas Properties for which a Preferential Right has not been asserted prior to the Closing by the holder of such rightright shall be sold to Purchaser at the Closing pursuant to the provisions of this Agreement. Upon Except that the exercise Purchaser at its option shall exclude such Preferential Right properties if no written consent is given and reduce the Purchase Price dollar-for-dollar by the amount set forth on Schedule 2.3 hereto, or if not so set forth, by the amount so determined by mutual agreement of the parties hereto. If any holder of Preferential Rights notifies Sellers subsequent to the Closing that it intends to assert its Preferential Rights, Sellers shall give notice thereof t Purchaser, whereupon Purchaser shall satisfy such Preferential Rights and all other obligations of Sellers to such holder. Sellers shall have no obligation hereunder other than to request waivers of Preferential Rights and to request Consents (including, without limitation, Sellers shall have no obligation to assure that such waivers of Preferential Rights or Consents are obtained). If the Sellers sell any of their interest in the Assets, subject to any Preferential Rights after and Consents Sellers shall provide Purchaser, in writing the Closing with respect to any Property conveyed to Buyer, Buyer will tender name of the required interest in purchaser of such Property affected by such unwaived Preferential Right in accordance with such Preferential Right Assets and shall be entitled to collect and retain the purchase price received from such purchaserthereof within ten (10) days of the third parties notice to Sellers.