Common use of Preferential Rights Clause in Contracts

Preferential Rights. ARCO will deliver or cause to be delivered any notices to holders of preferential purchase rights that are required in connection with the sale of the ATAI Shares and CIPC Shares (each, a "PREFERENTIAL RIGHT") (including any notices required due to the reactivation of Preferential Rights that may have previously lapsed), using as the relevant purchase price the portion of the Initial Pipeline Assets Purchase Price allocated to such Shares on Schedule 2.4(b) of the Disclosure Schedule (in the case of the ATAI Shares without regard to any adjustment for the Bonds). If, prior to the Second Closing, a holder of a Preferential Right notifies ARCO that it elects to exercise its rights with respect to the Shares (or underlying Properties of the issuer of such Shares) to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right), the Shares, the sale of which is subject to such Preferential Right, shall not be sold, transferred, assigned, conveyed or delivered to Purchaser and the Initial Pipeline Assets Purchase Price shall be reduced by the amount allocated to such Shares on Schedule 2.4(b); PROVIDED that, if the Second Closing shall have already occurred in accordance with Section 2.4(c) and thereafter for any reason the purchase and sale of the Shares (or underlying Properties of the issuer of such Shares) subject to the Preferential Right is not or cannot be consummated with the holder of the Preferential Right, ARCO will promptly notify Purchaser and, within ten Business Days after Purchaser's receipt of such notice, subject to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from ARCO, such Shares in exchange for the amount allocated to such Shares on Schedule 2.4(b). Such purchase price shall be subject to adjustment based on the application of the methodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of such Shares, or on such other basis as the parties may agree.

Preferential Rights. ARCO Seller will deliver or cause use all reasonable efforts, consistent with industry practices in transactions of this type, to be delivered any notices identify, with respect to holders all Properties, the names and current addresses of preferential purchase rights that are required in connection with the sale of the ATAI Shares and CIPC Shares (each, a "PREFERENTIAL RIGHT") (including any notices required due to the reactivation of parties holding Preferential Rights that may have previously lapsedare identified on Exhibit 4.1(g). Within five (5) days of the execution of this Agreement, Seller will request, from the parties so identified (and in accordance with the documents creating such rights), using as the relevant purchase price the portion waivers of the Initial Pipeline Assets Purchase Price allocated to Preferential Rights. Seller shall provide Buyer with copies of such Shares on Schedule 2.4(b) requests and of the Disclosure Schedule (in the case of the ATAI Shares without regard to any adjustment for the Bonds)all responses and other correspondence related thereto. If, prior to the Second Closing, If a holder party from whom a waiver of a Preferential Right notifies ARCO that it elects is requested exercises such Preferential Right, Seller will tender to such party the required interest in the Property (at a price equal to the Allocated Amount, reduced appropriately, if less than the entire Property must be tendered), and the interest in such Property will be excluded from the transaction contemplated hereby and the unadjusted Purchase Price will be adjusted downward by the amount actually paid to Seller by the party exercising such right. If, at Closing, a party from whom a waiver of a Preferential Right is requested has not provided such waiver, and the period of time to exercise its rights with respect to the Shares (or underlying Properties of the issuer of such Shares) to which its Preferential Right relates (in accordance with has not expired, such Preferential Right shall not constitute a Defect, and determined by Seller shall convey the agreement creating the Preferential Right), the Shares, the sale of which is affected Property subject to such Preferential Right. Upon the exercise of any Preferential Rights after the Closing with respect to any Property conveyed to Buyer, Buyer shall not be sold, transferred, assigned, conveyed or delivered to Purchaser and tender the Initial Pipeline Assets Purchase Price shall be reduced required interest in such Property affected by the amount allocated to such Shares on Schedule 2.4(b); PROVIDED that, if the Second Closing shall have already occurred in accordance with Section 2.4(c) and thereafter for any reason the purchase and sale of the Shares (or underlying Properties of the issuer of such Shares) subject to the Preferential Right is not or cannot be consummated with the holder of the unwaived Preferential Right, ARCO will promptly notify Purchaser andat the Allocated Amount for such affected Property (or portion thereof) to the holder, within ten Business Days after Purchaser's receipt or holders, of such noticeright. In return for tendering the Property to such holder(s), Buyer shall collect and retain such amount from such purchaser. At Closing Seller will assign to Buyer the Properties, including any Properties that are subject to an unexercised Preferential Right, subject to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver such right to Purchaser, and Purchaser will purchase and accept from ARCO, such Shares in exchange for the amount allocated to such Shares on Schedule 2.4(b). Such purchase price shall be subject to adjustment based on the application of the methodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of such Shares, or on such other basis as the parties may agreepurchase.

Preferential Rights. ARCO will deliver Prior to the Closing, Seller shall use commercially reasonable efforts to comply with all preferential rights to purchase or cause similar rights relative to be delivered any notices to holders of preferential purchase rights that are required in connection with the sale of any of the ATAI Shares and CIPC Shares (each, a "PREFERENTIAL RIGHT"Properties as set forth in Schedule 4.1(x) (including the “Preferential Rights”). Seller shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of the Preferential Rights (other than as set forth in the instrument creating the Preferential Right) in order to satisfy its obligations under this Section 7.2. In accordance with this Agreement and the applicable Contracts, promptly after the execution of this Agreement, Seller shall deliver by mail written notices of the proposed transfer of any notices required due Property subject to the reactivation of Preferential Rights that may have previously lapsed)to the holders of such Preferential Rights. Seller shall promptly notify Buyer if any Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a third party who has been offered an interest in any Property pursuant to a Preferential Right elects, using as prior to the relevant Closing, to purchase price such Property pursuant to the aforesaid offer, then the Property or part thereof so affected will be eliminated from the Properties, the Purchase Price will be reduced by the portion of the Initial Pipeline Assets Allocated Value attributable to such Property that is affected by such Preferential Right, and subject to the other terms of this Agreement, the Parties shall proceed to Closing; provided, however, if any such Purchase Price allocated reduction equals or exceeds $1,000,000.00, then Buyer shall have the right to such Shares on Schedule 2.4(bterminate this Agreement. Otherwise, the Properties shall be conveyed to Buyer at Closing subject to any Preferential Right that has not been waived; provided, however, if (i) the holders of one or more of the Disclosure Schedule (in Preferential Rights have not either waived or exercised such Preferential Rights because the case time periods to exercise such Preferential Rights have not expired as of the ATAI Shares without regard to any adjustment time scheduled for Closing hereunder and (ii) the Bonds). If, prior to the Second Closing, a holder of a Preferential Right notifies ARCO that it elects to exercise its rights with respect to the Shares (or underlying Properties total of the issuer Allocated Values of such Shares) to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right), the Shares, the sale of which is Properties subject to such Preferential RightRights exceeds $1,000,000.00, then Buyer shall not be soldhave the right to delay the Closing until such time periods have expired. If a third party elects to purchase any Property pursuant to a Preferential Right after the Closing Date, transferred, assigned, conveyed or delivered to Purchaser and the Initial Pipeline Assets Purchase Price Buyer shall be reduced by the amount allocated obligated to convey such Property to such Shares on Schedule 2.4(b); PROVIDED that, if third party and shall be entitled to the Second Closing shall have already occurred in accordance with Section 2.4(c) and thereafter consideration for any reason the purchase and sale of the Shares (or underlying Properties of the issuer of such Shares) subject to the Preferential Right is not or cannot be consummated with the holder of the Preferential Right, ARCO will promptly notify Purchaser and, within ten Business Days after Purchaser's receipt of such notice, subject to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from ARCO, such Shares in exchange for the amount allocated to such Shares on Schedule 2.4(b). Such purchase price shall be subject to adjustment based on the application of the methodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of such Shares, or on such other basis as the parties may agreeProperty.

Preferential Rights. ARCO will deliver or cause to be delivered If any notices to holders of the Properties are burdened with preferential purchase rights that are required in connection with rights, the sale assignment of the ATAI Shares Properties subject to such preferential rights shall be conditioned upon Seller obtaining the necessary waiver or expiration of such right, and CIPC Shares (each, a "PREFERENTIAL RIGHT") (including this Agreement shall not constitute an assignment or attempted assignment thereof without such waiver or expiration. If the time for exercising any notices required due preferential purchase right has not expired and the holder thereof has not waived the same prior to the reactivation of Preferential Rights that may have previously lapsed)Closing Date, using as the relevant purchase price Property affected by such preferential right shall be conveyed to Buyer at Closing, subject to the portion preferential right and without any reduction in the Purchase Price. If the holder of the Initial Pipeline Assets Purchase Price allocated preferential right elects to purchase the Property affected by the preferential right after Closing, Buyer shall be obligated to convey such Shares on Schedule 2.4(b) Property to the holder of such preferential right and Buyer shall be entitled to the Disclosure Schedule (in the case of the ATAI Shares without regard to any adjustment for the Bonds)proceeds resulting therefrom. If, prior to the Second Closing, a holder of a Preferential Right preferential purchase right notifies ARCO Seller that it elects intends to exercise its rights with respect to the Shares (or underlying Properties any of the issuer of such Shares) Properties to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right)preferential purchase right applies, the SharesProperties covered by said preferential purchase right shall be excluded from the Properties to be conveyed to Buyer, the sale of which is subject to such Preferential Right, shall not be sold, transferred, assigned, conveyed or delivered to Purchaser and the Initial Pipeline Assets Purchase Price shall be reduced by the amount value allocated to such Shares on Schedule 2.4(b); PROVIDED that, if the Second Closing shall have already occurred said Properties by Buyer in accordance with Section 2.4(c) and thereafter for any reason the purchase and sale of the Shares (or underlying Properties of the issuer of such Shares) subject to the Preferential Right is not or cannot be consummated with 3.3. If the holder of the Preferential Rightpreferential purchase right fails to consummate the purchase of the Properties, ARCO will Seller shall promptly notify Purchaser and, within ten Buyer in writing. Within five (5) Business Days after PurchaserBuyer's receipt of such noticenotice or the Closing Date, subject whichever is later, Seller shall sell to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to PurchaserBuyer, and Purchaser will Buyer shall purchase and accept from ARCOSeller, such Shares in exchange Properties under the terms of this Agreement for a price equal to the amount aforesaid value allocated to such Shares on Schedule 2.4(b)Properties. Such Notwithstanding the foregoing, Buyer shall have no obligation to purchase price shall be subject to adjustment based on the application such Properties if Buyer is not notified in writing of the methodology set forth in Section 2.5 preferential purchase right holder's failure to such Shares for consummate the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance purchase of such Shares, or on such other basis as the parties may agreeProperties within sixty (60) Days following Closing.

Preferential Rights. ARCO will deliver or cause to be delivered any No sooner than five Business Days but no later than ten Business Days after the Execution Date, Seller shall give notices to holders of preferential purchase rights that are required in connection with all (i) preferential purchase rights, rights of first refusal or other similar rights and (ii) rights of first offer, tag-along rights, drag-along rights or other similar rights, in each case of clause (i) and (ii) above, that are applicable to the sale transfer of the ATAI Shares and CIPC Shares Assets in connection with the Transaction (eachcollectively, a "PREFERENTIAL RIGHT") (including any notices required due to the reactivation of “Preferential Rights that may have previously lapsed), using as the relevant purchase price the portion of the Initial Pipeline Assets Purchase Price allocated to such Shares on Schedule 2.4(b) of the Disclosure Schedule (in the case of the ATAI Shares without regard to any adjustment for the BondsRights”). If, If any Preferential Right is exercised prior to the Second Closing Date, then the Affected Asset shall be excluded from the Assets transferred hereunder as a Retained Asset and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such Affected Asset. If by Closing, a holder either (A) the time frame for the exercise of a Preferential Right notifies ARCO that it elects has not expired and Seller has not received notice of an intent not to exercise its rights with respect to the Shares (or underlying Properties a waiver of the issuer of such SharesPreferential Rights, or (B) to which a Third Party exercises its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right), the Shares, the sale of which is subject to such Preferential Right, but fails to consummate the purchase prior to the Closing, then Seller shall not be sold, transferred, assigned, conveyed or delivered to Purchaser retain the Affected Asset as a Retained Asset and the Initial Pipeline Assets Purchase Price shall be reduced adjusted downward by an amount equal to the amount allocated to such Shares on Schedule 2.4(b); PROVIDED that, if the Second Closing shall have already occurred in accordance with Section 2.4(c) and thereafter for any reason the purchase and sale of the Shares (or underlying Properties of the issuer Allocated Value of such Shares) subject Affected Asset. As to any Affected Assets retained by Seller hereunder, following Closing and prior to the Final Settlement Date if a Preferential Right is not or cannot be consummated with within the holder of time frame specified in the Preferential Right, ARCO will promptly notify Purchaser and, within ten Business Days after Purchaser's receipt of such notice, subject to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from ARCO, such Shares in exchange or if the time frame for the amount allocated to such Shares on Schedule 2.4(b). Such purchase price shall be subject to adjustment based on the application exercise of the methodology set forth in Section 2.5 Preferential Right expires without exercise after the Closing, Seller shall promptly convey the Affected Asset to such Shares for the period beginning Buyer effective as of the Effective Date Time, and ending at Buyer shall pay to Seller the close Allocated Value thereof pursuant to the terms of business on the day of the delivery and acceptance of such Shares, or on such other basis as the parties may agreethis Agreement.

Preferential Rights. ARCO Sellers will deliver or cause use commercial reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all material oil and gas Properties, the names and current addresses of parties holding Preferential Rights that are identified on Exhibit 4.1(g). In attempting to identify the names and addresses of such parties holding the same, Sellers shall in no event be delivered any notices obligated to go beyond its own records. Within five (5) days of the execution of this Agreement, Sellers will request, from the parties so identified (and in accordance with the documents creating such rights), waivers of Preferential Rights. Sellers shall provide Buyer with copies of such requests and of all responses and other correspondence related thereto. Sellers shall have no obligation other than to so attempt to identify the holders of preferential purchase rights that are required in connection with the sale such Preferential Rights and to so request such execution of the ATAI Shares and CIPC Shares (each, a "PREFERENTIAL RIGHT") (including any notices required due to the reactivation such waivers of Preferential Rights (including, without limitation, any obligation on the part of Sellers to assure that may have previously lapsedsuch waivers of Preferential Rights are obtained). Except to the extent that Buyer can establish that any Seller failed to fulfill the obligations set forth above in this Section, using Buyer shall release and waive any claims against or remedies from the Seller Indemnitees as the relevant purchase price the portion to any 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 the Initial Pipeline Assets Purchase Price allocated failure to such Shares on Schedule 2.4(b) obtain waivers of Preferential Rights with respect to any transfer by Sellers to Buyer of any part of the Disclosure Schedule (in the case of the ATAI Shares without regard Properties and with respect to any adjustment for the Bonds)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. If, prior to the Second Closing, If a holder party from whom a waiver of a Preferential Right notifies ARCO that it elects to exercise its rights with respect to the Shares (or underlying Properties of the issuer of such Shares) to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right), the Shares, the sale of which is subject to requested exercises such Preferential Right, Sellers (as applicable) will tender to such party the required interest in the Property (at a price equal to the Allocated Amount, reduced appropriately, if less than the entire Property must be tendered), and the interest in such Property will be excluded from the transaction contemplated hereby and the unadjusted Purchase Price will be adjusted downward by the amount actually paid to Sellers by the party exercising such right. If a third party from which a waiver was requested by Sellers has not elected to exercise or waive such Preferential Right prior to Closing and the time in which the preferential right to purchase may be exercised has not expired, any such Property shall be retained by the Seller and shall not be sold, transferred, assigned, conveyed or delivered to Purchaser the Buyer at Closing and the Initial Pipeline Assets Purchase Price shall be reduced adjusted downward by the amount allocated Allocated Amount of the Property. Any Property so retained by a Seller and held back at the initial Closing will be conveyed to such Shares on Schedule 2.4(b); PROVIDED thatBuyer, if the Second Closing shall have already occurred in accordance with Section 2.4(cthe terms hereof, at a delayed Closing within ten (10) and thereafter for Business Days following the date on which the time to exercise such Preferential Right expires without any reason the purchase and sale exercise thereof, or when Seller obtains, complies with, or obtains a waiver of the Shares (or underlying Properties notice of the issuer of such Shares) subject election not to exercise or otherwise satisfies the Preferential Right with respect to any such Property. In the event a Seller is unable to obtain a waiver, notice of election not to exercise, or cannot be consummated with the holder of is unable to satisfy the Preferential RightRight within twelve (12) months after the Closing, ARCO will promptly notify Purchaser andunless waived by Buyer, within ten Business Days after Purchaser's receipt of such notice, subject to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from ARCO, such Shares in exchange for the amount allocated to such Shares on Schedule 2.4(b). Such purchase price retained Property shall be subject to adjustment based on the application of the methodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of such Shares, or on such other basis as the parties may agreedeemed an Excluded Property.

Preferential Rights. ARCO will deliver or cause to be delivered If any notices to holders of the Properties are burdened with preferential purchase rights that are required in connection with rights, the sale assignment of the ATAI Shares and CIPC Shares (each, a "PREFERENTIAL RIGHT") (including any notices required due to the reactivation of Preferential Rights that may have previously lapsed), using as the relevant purchase price the portion of the Initial Pipeline Assets Purchase Price allocated Properties subject to such Shares on Schedule 2.4(b) preferential rights shall be conditioned upon Seller obtaining the necessary waiver or expiration of the Disclosure Schedule (in the case of the ATAI Shares such right, and this Agreement shall not constitute an assignment or attempted assignment thereof without regard to any adjustment for the Bonds)such waiver or expiration. If, prior to the Second Closing, (i) a holder of a Preferential Right preferential purchase right notifies ARCO Seller that it elects intends to exercise its rights with respect to the Shares (or underlying Properties any of the issuer of such Shares) Properties to which its Preferential Right relates preferential purchase right applies, or (in accordance with ii) the time for exercising any preferential purchase right has not expired and determined by the agreement creating holder thereof has not waived the Preferential Right)same prior to the Closing Date, the SharesProperties covered by said preferential purchase right shall be excluded from the Properties to be conveyed to Buyer at Closing, the sale of which is subject to such Preferential Right, shall not be sold, transferred, assigned, conveyed or delivered to Purchaser and the Initial Pipeline Assets Purchase Price shall be reduced by the amount value allocated to such Shares on Schedule 2.4(b); PROVIDED that, if the Second Closing shall have already occurred said Properties by Buyer in accordance with Section 2.4(c3.3. If (i) and thereafter for any reason the purchase and sale of the Shares (or underlying Properties of the issuer of such Shares) subject to the Preferential Right is not or cannot be consummated with the holder of the Preferential Rightpreferential purchase right fails to consummate the purchase of the Properties that are the subject of any notice of an intent to exercise such right received before or after Closing, ARCO will (ii) the preferential purchase right expires or (iii) notice of a waiver of the preferential purchase right is received by Seller, Seller shall promptly notify Purchaser and, within ten Buyer in writing. Within five (5) Business Days after Purchaser's Buyer’s receipt of such noticenotice or the Closing Date, subject whichever is later, Seller shall sell to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to PurchaserBuyer, and Purchaser will Buyer shall purchase and accept from ARCOSeller, such Shares in exchange Properties under the terms of this Agreement for a price equal to the amount aforesaid value allocated to such Shares on Schedule 2.4(b)Properties. Such Notwithstanding the foregoing, Buyer shall have no obligation to purchase price shall be subject to adjustment based on the application of the methodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of Properties if Buyer does not receive such Shares, or on such other basis as the parties may agreenotice within sixty (60) Days following Closing.

Preferential Rights. ARCO Torch, the Partnerships, Black Hawk, TEA, TOC and TOGCO will deliver or cause use their respective reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all Material Oil and Gas Properties, (i) all preferential rights to purchase and consents to assign ("Preferential Rights") which would be delivered any notices applicable to holders the transactions contemplated hereby and (ii) the names and addresses of preferential purchase rights that are required parties holding such rights; in connection attempting to identify such Preferential Rights, and the names and addresses of such parties holding the same, such persons, however, shall in no event be obligated to go beyond their own records. Torch will request, from the parties so identified (and in accordance with the sale documents creating such rights), execution of waivers of the ATAI Shares Preferential Rights so identified. Torch shall have no obligation other than to so attempt to identify such Preferential Rights and CIPC Shares (each, a "PREFERENTIAL RIGHT") (including any notices required due to the reactivation so request such execution of waivers of Preferential Rights (including, without limitation, Torch shall have no obligation to assure that may waivers of Preferential Rights are obtained). No Institutional Seller shall have previously lapsedany obligation to take any action regarding Preferential Rights. Except to the extent that Buyer can establish that Torch failed to fulfill the obligations set forth above in this Section 6.3 (in which case Buyer shall not indemnify Torch but shall continue to indemnify the Institutional Sellers), using as Buyer shall indemnify and hold Sellers (and their respective affiliates and the relevant purchase price the portion respective officers, directors, trustees, fiduciaries, participants, beneficiaries, employees, attorneys, contractors and agents of Sellers and such affiliates) 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 the Initial Pipeline Assets Purchase Price allocated failure to such Shares on Schedule 2.4(b) obtain waivers of the Disclosure Schedule (in the case of the ATAI Shares without regard Preferential Rights, or consents to any adjustment for the Bonds). Ifassignment, prior to the Second Closing, a holder of a Preferential Right notifies ARCO that it elects to exercise its rights with respect to the Shares (or underlying Properties any transfer by Sellers to Buyer of any part of the issuer of such SharesProperties 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, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right), the Shares, the sale of which is subject to such Preferential Right, shall not be sold, transferred, assigned, conveyed or delivered to Purchaser and the Initial Pipeline Assets Purchase Price shall be reduced by the amount allocated to such Shares on Schedule 2.4(b); PROVIDED that, if the Second Closing shall have already occurred in accordance with Section 2.4(c) and thereafter for any reason the purchase and sale of the Shares (or underlying Properties of the issuer of such Shares) subject to the Preferential Right is not or cannot be consummated with the holder of the Preferential Right, ARCO will promptly notify Purchaser and, within ten Business Days after Purchaser's receipt of such notice, subject to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from ARCO, such Shares in exchange for the amount allocated to such Shares on Schedule 2.4(b). Such purchase price shall be subject to adjustment based on the application of the methodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of such Shares, or on such other basis as the parties may agreeOF ANY INDEMNIFIED PARTY.

Preferential Rights. ARCO will deliver or cause to be delivered If any notices to holders of the Properties are burdened with preferential purchase rights that are required in connection with rights, the sale assignment of the ATAI Shares Properties subject to such preferential rights shall be conditioned upon Sellers obtaining the necessary waiver or expiration of such right, and CIPC Shares (each, a "PREFERENTIAL RIGHT") (including this Agreement shall not constitute an assignment or attempted assignment thereof without such waiver or expiration. If the time for exercising any notices required due preferential purchase right has not expired and the holder thereof has not waived the same prior to the reactivation of Preferential Rights that may have previously lapsed)Closing Date, using as the relevant purchase price Property affected by such preferential right shall be conveyed to Buyer at Closing, subject to the portion preferential right and without any reduction in the Purchase Price. If the holder of the Initial Pipeline Assets Purchase Price allocated preferential right elects to purchase the Property affected by the preferential right after Closing, Buyer shall be obligated to convey such Shares on Schedule 2.4(b) Property to the holder of such preferential right and Buyer shall be entitled to the Disclosure Schedule (in the case of the ATAI Shares without regard to any adjustment for the Bonds)proceeds resulting therefrom. If, prior to the Second Closing, a holder of a Preferential Right preferential purchase right notifies ARCO Sellers that it elects intends to exercise its rights with respect to the Shares (or underlying Properties any of the issuer of such Shares) Properties to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right)preferential purchase right applies, the SharesProperties covered by said preferential purchase right shall be excluded from the Properties to be conveyed to Buyer, the sale of which is subject to such Preferential Right, shall not be sold, transferred, assigned, conveyed or delivered to Purchaser and the Initial Pipeline Assets Purchase Price shall be reduced by the amount value allocated to such Shares on Schedule 2.4(b); PROVIDED that, if the Second Closing shall have already occurred said Properties by Buyer in accordance with Section 2.4(c) and thereafter for any reason the purchase and sale of the Shares (or underlying Properties of the issuer of such Shares) subject to the Preferential Right is not or cannot be consummated with 3.3. If the holder of the Preferential Rightpreferential purchase right fails to consummate the purchase of the Properties, ARCO will Sellers shall promptly notify Purchaser and, within ten Buyer in writing. Within five (5) Business Days after PurchaserBuyer's receipt of such noticenotice or the Closing Date, subject whichever is later, Sellers shall sell to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to PurchaserBuyer, and Purchaser will Buyer shall purchase and accept from ARCOSellers, such Shares in exchange Properties under the terms of this Agreement for a price equal to the amount aforesaid value allocated to such Shares on Schedule 2.4(b)Properties. Such Notwithstanding the foregoing, Buyer shall have no obligation to purchase price shall be subject to adjustment based on the application such Properties if Buyer is not notified in writing of the methodology set forth in Section 2.5 preferential purchase right holder's failure to such Shares for consummate the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance purchase of such Shares, or on such other basis as the parties may agreeProperties within sixty (60) Days following Closing.

Preferential Rights. ARCO All reasonable efforts will deliver or cause be made by OXY to be delivered secure a waiver of any notices to holders of preferential purchase rights that are required right, right of first refusal, or consent to assign (excluding consents or approvals from governmental agencies customarily obtained following Closing) covering, in connection with whole or in part, the sale Properties (herein referred to as "Preferential Right"). OXY shall promptly notify Buyer in the event a waiver of the ATAI Shares Preferential Right cannot be secured for the Properties, or any portion(s) thereof. Such portion(s) have been identified by OXY in the Data Package and CIPC Shares (each, a the Allocated Value therefor is shown on the attached Exhibit "PREFERENTIAL RIGHTB") (including any notices required due . The inability of OXY to the reactivation of Preferential Rights that may have previously lapsed), using as the relevant purchase price the portion of the Initial Pipeline Assets Purchase Price allocated to such Shares on Schedule 2.4(bassign or convey applicable portion(s) of the Disclosure Schedule (in Properties shall be treated as a Title Failure as provided herein and will not release Buyer from its obligation to purchase the case remaining portion(s) of the ATAI Shares without regard to any adjustment for Properties, but the Bonds). If, prior to the Second Closing, a holder of a Preferential Right notifies ARCO that it elects to exercise its rights with respect to the Shares (or underlying Properties of the issuer of such Shares) to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right), the Shares, the sale of which is subject to such Preferential Right, shall not be sold, transferred, assigned, conveyed or delivered to Purchaser and the Initial Pipeline Assets Purchase Price shall be reduced by the amount allocated to such Shares Allocated Value shown on Schedule 2.4(b); PROVIDED thatExhibit "B" for the affected Property. Notwithstanding the foregoing, if in the Second Closing shall have already occurred in accordance with Section 2.4(cevent portion(s) and thereafter for any reason the purchase and sale of the Shares (or underlying Properties of the issuer of such Shares) subject to the Preferential Right is not or cannot be consummated with conveyed such that the holder aggregate value thereof exceeds fifty percent (50%) of the Preferential RightPurchase Price, ARCO will promptly the Buyer shall have the right to declare this Agreement null and void in its entirety. All properties for which preferential purchase rights have been waived, or for which the period to exercise such rights has expired prior to Closing, shall be sold to Buyer at Closing pursuant to the provisions of this Agreement. If any party that elects to exercise a preferential purchase right fails to consummate the purchase of the affected Properties covered by such right pursuant to the terms of this Agreement within sixty (60) days following Closing, then OXY shall so notify Purchaser andBuyer and Buyer shall purchase said Properties from OXY, within ten Business Days after Purchaser's receipt under the terms of this Agreement for the Allocated Value of such notice, subject to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from ARCO, such Shares in exchange for the amount allocated to such Shares on Schedule 2.4(b). Such purchase price shall be subject to adjustment based on the application of the methodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of such Shares, or on such other basis as the parties may agreeproperty.

Preferential Rights. ARCO will deliver or cause to be delivered If any notices to holders of the Subject Interests are burdened with preferential purchase rights that are required in connection with rights, the sale assignment of the ATAI Shares Subject Interests subject to such preferential rights shall be conditioned upon Seller obtaining the necessary waiver or expiration of such right; and CIPC Shares (each, a "PREFERENTIAL RIGHT") (including this Agreement shall not constitute an assignment or attempted assignment thereof without such waiver or expiration. If the time for exercising any notices required due preferential purchase right has not expired and the holder thereof has not waived the same prior to the reactivation Closing Date, the parties shall postpone Closing until that date which is five (5) Business Days after the date on which the rights have expired or on which notice of Preferential Rights that may have previously lapsed), using as the relevant purchase price the portion of the Initial Pipeline Assets Purchase Price allocated to such Shares on Schedule 2.4(b) of the Disclosure Schedule (in the case of the ATAI Shares without regard to any adjustment for the Bonds)waiver has been received. If, prior to the Second Closing, a holder of a Preferential Right preferential purchase right notifies ARCO Seller that it elects intends to exercise its rights with respect to the Shares (or underlying Properties any of the issuer of such Shares) Subject Interests to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right)preferential purchase right applies, the SharesSubject Interests covered by said preferential purchase right shall be excluded from the Subject Interests to be conveyed to Buyer, the sale of which is subject to such Preferential Right, shall not be sold, transferred, assigned, conveyed or delivered to Purchaser and the Initial Pipeline Assets Purchase Price shall be reduced by the amount value allocated to such Shares on Schedule 2.4(b); PROVIDED that, if the Second Closing shall have already occurred said Subject Interests by Buyer in accordance with Section 2.4(c) and thereafter for any reason the purchase and sale of the Shares (or underlying Properties of the issuer of such Shares) subject to the Preferential Right is not or cannot be consummated with 3.3. If the holder of the Preferential Rightpreferential purchase right fails to consummate the purchase of the Subject Interests that are the subject of any notice of an intent to exercise such right received by Seller before or after Closing, ARCO will Seller shall promptly notify Purchaser andBuyer in writing. In such event, within ten the Closing Date shall be extended to the first Business Days Day following the sixtieth (60th) day after Purchaser's receipt of Seller gives Buyer such notice, subject at which xxxx Xxxxxx shall sell to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to PurchaserBuyer, and Purchaser will Buyer shall purchase and accept from ARCOSeller, such Shares in exchange Subject Interests under the terms of this Agreement for a price equal to the amount aforesaid value allocated to such Shares on Schedule 2.4(b)Subject Interests. Such Notwithstanding the foregoing, Buyer shall have no obligation to purchase price shall be subject to adjustment based on the application of the methodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of Subject Interests if Buyer does not receive such Sharesnotice within ninety (90) Days after August 15, or on such other basis as the parties may agree2008.

Preferential Rights. ARCO Except for Transfers to Affiliates specifically permitted under Section 9, if any of the PXP Group receives a bona fide offer from any person other than Chesapeake for the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered any notices a written notice (the “Notice of Sale”) to holders Chesapeake. The Notice of preferential purchase rights that are required in connection with the sale Sale will include (a) a statement of the ATAI Shares PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and CIPC Shares address of the prospective transferee (each, a "PREFERENTIAL RIGHT"the “Buyer”); (c) (including any notices required due to the reactivation of Preferential Rights that may have previously lapsed), using as the relevant purchase price the portion of the Initial Pipeline Assets Purchase Price allocated PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such Shares on Schedule 2.4(bcontemplated sale or transfer; (e) the terms and conditions of the Disclosure Schedule contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the case Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the ATAI Shares without regard Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to any adjustment for the Bonds). If, prior accept such offer by delivering to the Second Closing, a holder PXP Group written notice of a Preferential Right notifies ARCO that it elects its irrevocable election to exercise its rights accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to the Shares (or underlying Properties all of the issuer of such Shares) PXP Interests proposed to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right), the Shares, the sale of which is subject to such Preferential Right, shall not be sold, transferredthen the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, assignedprovided, conveyed however, that any sale or delivered transfer to Purchaser a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the Initial Pipeline Assets Purchase Price shall rights of Chesapeake hereunder. If the sale to the Buyer is not so consummated, the terms of this Section will again be reduced applicable to any voluntary transfer of PXP Interests by the amount allocated PXP Group. If Chesapeake elects to such Shares on Schedule 2.4(b); PROVIDED thatpurchase or acquire all of the PXP Interests pursuant to this Section, if the Second Closing shall have already occurred in accordance with Section 2.4(c) and thereafter for any reason closing of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Shares (Notice of Sale. At such closing, Chesapeake will deliver the cash or underlying Properties other consideration payable to the order of the issuer PXP Group, against delivery by the PXP Group of such Shares) subject to the Preferential Right is not or cannot be consummated with the holder valid conveyances of the Preferential RightPXP Interests being purchased, ARCO will promptly notify Purchaser andfree and clear of all liens, within ten Business Days after Purchaser's receipt of such noticeclaims, subject to receipt of any Necessary Consents, ARCO will sell, charges and encumbrances and duly executed in good form for transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from ARCO, such Shares in exchange for the amount allocated to such Shares on Schedule 2.4(b). Such purchase price shall be subject to adjustment based on the application of the methodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of such Shares, or on such other basis as the parties may agree.