Common use of Preferential Rights to Purchase Clause in Contracts

Preferential Rights to Purchase. Seller shall use all reasonable efforts to comply with all preferential right to purchase provisions encumbering any Asset prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any preferential purchase rights and if any preferential purchase rights are exercised or if the requisite period has elapsed without said rights having been exercised. If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase such Asset pursuant to the aforesaid offer, the interest so affected will be eliminated from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Asset. Otherwise, the interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right to purchase of any third party for which notice has been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to purchase. Without limiting the foregoing, if any such third party timely and properly elects to purchase an interest in any Asset subject to a preferential right to purchase after the Closing Date, Buyer shall be obligated to convey said interest to such third party and shall be entitled to the consideration for the sale of such interest.

Preferential Rights to Purchase. Seller Prior to the Closing, Sellers shall use all commercially reasonable efforts to comply with all preferential right Preferential Rights relative to purchase provisions encumbering the sale of any of the Assets (provided that no Seller shall be required to provide consideration, incur any expense or undertake obligations to or for the benefit of the holders of the Preferential Rights, except to the extent Buyer has agreed in writing to provide or reimburse such consideration, incur or reimburse such expense or undertake such obligations upon the occurrence of Closing), and the transactions contemplated by this Agreement are expressly subject to all validly existing and applicable Preferential Rights. In accordance with this Agreement and the applicable Contracts, promptly after the Execution Date, Sellers shall deliver written notices of the proposed transfer of any Asset prior subject to the Closing. Prior Preferential Rights to the Closing, holders of such Preferential Rights. The Seller Representative shall promptly notify Buyer of the existence of any preferential purchase rights and if any preferential purchase rights are Preferential Right is exercised or if the requisite period has elapsed without said rights right having been exercised. If a third party Third Party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects Preferential Right timely elects, prior to the Closing Closing, to purchase such Asset pursuant to the aforesaid offer, and Sellers receive written notice of such election prior to Closing, the interest Asset or part thereof so affected will be eliminated from the Assets and Assets, the Purchase Price shall will be reduced proportionately by the Allocated Value of such Assetattributable thereto and the Parties shall proceed to the Closing. Otherwise, Otherwise the interest offered as aforesaid Assets shall be conveyed to Buyer at the Closing subject to any preferential right Preferential Right applicable to purchase of any third party for which notice the transactions that has not been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to purchasewaived. Without limiting the foregoing, if any such third party timely and properly If a Third Party elects to purchase an interest in any Asset subject pursuant to a preferential right Preferential Right applicable to purchase the transactions after the Closing Date, Buyer shall be obligated to convey said interest such Asset to such third party Third Party and shall be entitled to the consideration for the sale of such interestAsset.

Preferential Rights to Purchase. Seller Sellers shall use all reasonable efforts to comply with all preferential right to purchase provisions encumbering any Asset prior to the Closing, if any. Prior to the Closing, Seller Sellers shall notify Buyer of the existence of any unrecorded preferential purchase rights and if any preferential purchase rights are exercised or if the requisite period has elapsed without said rights having been exercised. If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase such Asset pursuant to the aforesaid offer, the interest so affected will be eliminated from the Assets and the Purchase Price shall be reduced by the Allocated Value of such Asset. Otherwise, the interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right to purchase of any third party for which notice has been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to purchase. Without limiting the foregoing, if any such third party timely and properly elects to purchase an interest in any Asset subject to a preferential right to purchase after the Closing Date, Buyer shall be obligated to convey said interest to such third party and shall be entitled to the consideration for the sale of such interest.

Preferential Rights to Purchase. Seller shall use all reasonable efforts to comply with all 3.2.1 The Parties agree that those preferential right to purchase provisions encumbering any Asset prior rights set forth in Schedule 3.2 that are currently attributable to the Closingholders identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement (collectively, the “Applicable Preferential Rights”). Prior For each Property subject to the Closingany Applicable Preferential Right, except any Applicable Preferential Right held by Buyer or its Affiliates, Seller shall notify Buyer (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit “G”, or as HOUSTON 1139976v.13 otherwise mutually agreed, and (ii) comply in all other respects with the existence of any preferential purchase rights and if any preferential purchase rights are exercised or if agreement under which the requisite period has elapsed without said rights having been exercisedApplicable Preferential Right arises. If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects If, prior to the Closing to purchase such Asset pursuant to the aforesaid offerClosing, the interest so affected will holder of an Applicable Preferential Right notifies Seller that it elects to exercise its Applicable Preferential Right (in accordance with and determined by the agreement under which such Applicable Preferential Right arises), the Properties subject to such exercised Applicable Preferential Right shall be eliminated excluded from the Assets this Agreement and the Purchase Price shall be reduced by the Allocated Value of value allocated to such AssetProperty in Exhibits “A-1”, “A-2”, or “A-3”. Otherwise, the interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right remains obligated to purchase the remainder of the Properties that are not affected by exercised Applicable Preferential Rights. Upon consummation of the sale of any third party for which notice has been given but the time period for response by Properties to the holder of such preferential right extends beyond the Closing and Buyer shall assume all dutiesApplicable Preferential Right, obligations and liabilities arising from such preferential right to purchase. Without limiting the foregoing, if any such third party timely and properly elects to purchase an interest in any Asset subject to a preferential right to purchase after the Closing Date, Buyer Properties shall be obligated deemed for all purposes to convey said interest to such third party and shall be entitled to the consideration for the sale of such interestconstitute Excluded Properties.

Preferential Rights to Purchase. The assignment of the Assets at the Closing shall be subject to all preferential purchase rights. Prior to Closing, Seller shall use all reasonable commercially reasonably efforts to comply with all preferential right to purchase provisions encumbering any Asset prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any preferential purchase rights identified on Schedule 5.22 and if any Buyer shall provide to Seller within 10 days after the execution of this Agreement, the value attributable to the Assets affected by the preferential purchase rights are exercised or if the requisite period has elapsed without said rights having been exercisedidentified on Schedule 5.22. If a third party who has been offered an interest in any Asset pursuant to a preferential purchase right to purchase identified on Schedule 5.22 elects prior to the Closing to purchase all or part of such Asset pursuant to the aforesaid offer, the interest or part thereof so affected will be eliminated from the Assets and will be deemed an Excluded Asset hereunder, and the Purchase Price shall be reduced by the Allocated Value of such Assetvalue provided by Buyer in accordance with the preceding sentence. Otherwise, the interest offered as aforesaid shall be conveyed assigned to Buyer at the Closing subject to any such preferential right to purchase of any third party rights for which notice has been given in accordance with the foregoing but the time period for response by the holder of such preferential purchase right extends beyond Closing. After the Closing and Closing, Buyer shall assume comply with all dutiespreferential purchase right provisions relating to any Asset, obligations including (without limitation) the preferential purchase rights identified on Schedule 5.22. Buyer shall indemnify Sellers against any and liabilities all Losses arising from such out of or in connection with any claims asserted by the holder of a preferential purchase right to purchasearising out of the transactions contemplated by this Agreement. Without limiting the foregoing, if If any such third party timely and properly elects to purchase all or a part of an interest in any Asset subject to a preferential purchase right to purchase after the Closing Date, Buyer shall be obligated to convey assign said interest to such third party and shall be entitled to the consideration for from the sale of such interestinterest or part thereof.

Preferential Rights to Purchase. Seller Sellers shall use all reasonable best efforts to comply with all preferential right to purchase provisions encumbering any Asset prior to the Closing. Prior to the Closing, Seller Sellers shall notify Buyer of the existence of any preferential purchase rights and if any preferential purchase rights are exercised or if the requisite period has elapsed without said rights having been exercised. If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase such Asset pursuant to the aforesaid offer, the interest so affected will be eliminated from the Assets and the Purchase Price Cash Consideration shall be reduced by the Allocated Value of such Asset. Otherwise, the interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right to purchase of any third party for which notice has been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to purchase. Without limiting the foregoing, if any such third party timely and properly elects to purchase an interest in any Asset subject to a preferential right to purchase after the Closing Date, Buyer shall be obligated to convey said interest to such third party and shall be entitled to the consideration for the sale of such interest.

Preferential Rights to Purchase. Seller shall use all its reasonable efforts commercial efforts, but without any obligation to incur any cost or expense in connection therewith, to comply with all preferential right to purchase provisions encumbering or similar rights relative to the sale of any Asset of the Assets prior to the ClosingClosing set forth in Schedule 5.01(r) (the “Subject Preferential Rights”) but shall have no such obligation with respect to those agreements described in Schedule 4.07, if applicable. Prior Seller shall deliver (by mail) notice of the transfer of any Asset subject to such Subject Preferential Rights in accordance with the applicable Contracts to the Closing, holders of such Subject Preferential Rights on or before the 5th business day following the date upon which Buyer delivers to Seller the revised Exhibit C pursuant to Section 3.02. Seller shall promptly notify Buyer of the existence of any preferential purchase rights and if any preferential purchase rights are Subject Preferential Right is exercised or if the requisite period has elapsed without said rights right having been exercised. If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase Subject Preferential Right elects prior to the Closing to purchase all or part of such Asset pursuant to the aforesaid offer, the interest Asset or part thereof so affected will be eliminated from the Assets and Assets, the Purchase Price shall will be reduced by the Allocated Value of such Assetattributable thereto and the Parties shall proceed to the Closing. Otherwise, Otherwise the interest offered as aforesaid Assets shall be conveyed to Buyer at the Closing subject to any preferential right to purchase of any or similar right applicable to the transactions that has not been waived. If a third party for which notice has been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to purchase. Without limiting the foregoing, if any such third party timely and properly elects to purchase all or a part of an interest in any Asset subject pursuant to a preferential right to purchase or similar right applicable to the transactions after the Closing Date, Buyer shall be obligated to convey said interest to such third party and shall be entitled to the consideration for the sale of such interest.

Preferential Rights to Purchase. Seller The assignment of the Assets at the Closing shall be subject to all preferential purchase rights. Prior to Closing, the IPP Parties shall use all reasonable commercially reasonably efforts to comply with all preferential right to purchase provisions encumbering any Asset prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any preferential purchase rights and if any preferential purchase rights are exercised or if the requisite period has elapsed without said rights having been exercisedidentified on Schedule 5.26. If a third party who has been offered an interest in any Asset pursuant to a preferential purchase right to purchase identified on Schedule 5.26 elects prior to the Closing to purchase all or part of such Asset pursuant to the aforesaid offer, the interest or part thereof so affected will be eliminated from the Assets and will be deemed an Excluded Asset hereunder, and the Purchase Price Contribution Value shall be reduced by the Allocated Value of such Asset. Otherwise, the interest offered as aforesaid shall be conveyed assigned to Buyer the Partnership at the Closing subject to any such preferential right to purchase of any third party rights for which notice has been given in accordance with the foregoing but the time period for response by the holder of such preferential purchase right extends beyond Closing. After the Closing Closing, the Partnership shall comply with all preferential purchase right provisions relating to any Asset, including (without limitation) the preferential purchase rights identified on Schedule 5.26. The Partnership shall indemnify the IPP Parties against any and Buyer shall assume all duties, obligations and liabilities Losses arising from such out of or in connection with any claims asserted by the holder of a preferential purchase right to purchasearising out of the transactions contemplated by this Agreement. Without limiting the foregoing, if If any such third party timely and properly elects to purchase all or a part of an interest in any Asset subject to a preferential purchase right to purchase after the Closing Date, Buyer the Partnership shall be obligated to convey assign said interest to such third party and shall be entitled to the consideration for from the sale of such interestinterest or part thereof.

Preferential Rights to Purchase. Seller shall use all reasonable efforts to comply with all 3.2.1 The Parties agree that those preferential right to purchase provisions encumbering any Asset prior rights set forth in Schedule 3.2 that are currently attributable to the Closingholders identified on such schedule with respect to such preferential purchase rights may be triggered by the transactions contemplated by this Agreement (collectively, the “Applicable Preferential Rights”). Prior For each Property subject to the Closingany Applicable Preferential Right, except any Applicable Preferential Right held by Buyer or its Affiliates, Seller shall notify Buyer (i) provide such notice to the applicable Third Party as may be required using the applicable Good Faith Allocation and the form of Preferential Right Notice Letter attached hereto as Exhibit “G”, or as otherwise mutually agreed, and (ii) comply in all other respects with the existence of any preferential purchase rights and if any preferential purchase rights are exercised or if agreement under which the requisite period has elapsed without said rights having been exercisedApplicable Preferential Right arises. If a third party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects If, prior to the Closing to purchase such Asset pursuant to the aforesaid offerClosing, the interest so affected will holder of an Applicable Preferential Right notifies Seller that it elects to exercise its Applicable Preferential Right (in accordance with and determined by the agreement under which such Applicable Preferential Right arises), the Properties subject to such exercised Applicable Preferential Right shall be eliminated excluded from the Assets this Agreement and the Purchase Price shall be reduced by the Allocated Value of value allocated to such AssetProperty in Exhibits “A-1”, “A-2”, or “A-3”. Otherwise, the interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right remains obligated to purchase the remainder of the Properties that are not affected by exercised Applicable Preferential Rights. Upon consummation of the sale of any third party for which notice has been given but the time period for response by Properties to the holder of such preferential right extends beyond the Closing and Buyer shall assume all dutiesApplicable Preferential Right, obligations and liabilities arising from such preferential right to purchase. Without limiting the foregoing, if any such third party timely and properly elects to purchase an interest in any Asset subject to a preferential right to purchase after the Closing Date, Buyer Properties shall be obligated deemed for all purposes to convey said interest to such third party and shall be entitled to the consideration for the sale of such interestconstitute Excluded Properties.

Preferential Rights to Purchase. Seller shall use all reasonable efforts efforts, but without any obligation to incur any cost or expense in connection therewith (other than de minimis amounts), to comply with all preferential right to purchase provisions encumbering relative to any Asset prior to the Closing. Prior to the Closing, Seller shall notify Buyer of the existence of any preferential purchase rights and if any preferential purchase rights are exercised or if the requisite period has elapsed without said rights having been exercised. If a third party Third Party who has been offered an interest in any Asset pursuant to a preferential right to purchase elects prior to the Closing to purchase all or part of such Asset pursuant to the aforesaid offer, the interest or part thereof so affected will be eliminated from the Assets and the Purchase Price shall be reduced by the Allocated Value of such AssetAsset as paid by such Third Party. Otherwise, the interest offered as aforesaid shall be conveyed to Buyer at the Closing subject to any preferential right to purchase of any third party Third Party for which notice has been given but the time period for response by the holder of such preferential right extends beyond the Closing and Buyer shall assume all duties, obligations and liabilities arising from such preferential right to purchase. Without limiting the foregoing, if any such third party timely and properly Third Party elects to purchase all or a part of an interest in any Asset subject to a preferential right to purchase after the Closing Date, Buyer shall be obligated to convey said interest to such third party Third Party and shall be entitled to the consideration for the sale of such interestinterest or part thereof.