ROFR Procedures Clause Samples

ROFR Procedures. (a) Asset Sale Procedures. The following sets forth the procedure for Noble to undertake to honor the right of first refusal with respect to the ROFR Assets. The actions described herein shall be taken by Noble or Noble shall cause the applicable Noble Energy Group Member to take such actions required by this Section 4.2(a). (i) If Noble proposes to Transfer one or more ROFR Assets to any third-party (other than a Partnership Group Member), then Noble shall promptly give written notice (a “Disposition Notice”) thereof to the Partnership. The Disposition Notice shall set forth the following information in respect of the proposed Transfer: (1) the name and address of any prospective acquirors (collectively, the “Proposed Transferee”), (2) the assets subject to the Disposition Notice (the “Sale Assets”), (3) the purchase price offered by such Proposed Transferee or, if no Proposed Transferee has been identified, a commercially reasonable price in the opinion of Noble (either price described in this clause (3), the “Offer Price”), (4) reasonable detail concerning any non-cash portion of the proposed consideration, if any, to allow the Partnership to reasonably determine the fair market value of such non-cash consideration and a statement of the estimate of the fair market value of any non-cash consideration in the opinion of Noble (such term in this Section 4.2 to refer, collectively, to both Noble and the Noble Energy Group Member Transferring the applicable ROFR Asset), and (5) all other material terms and conditions of the disposition that are then known to Noble and its Affiliates. To the extent a Proposed Transferee’s offer consists of consideration other than cash (or in addition to cash) the Offer Price shall be deemed equal to the amount of any such cash plus the fair market value of such non-cash consideration. (ii) The Partnership will provide written notice of either (1) its intent to dispute the Offer Price, as provided in Section 4.2(a)(iii) below or (2) its decision regarding the exercise or non-exercise of its right of first refusal to purchase the Sale Assets within 60 days of its receipt of the Disposition Notice (the “First ROFR Asset Acceptance Deadline”). Failure to provide such notice on or prior to the First ROFR Asset Acceptance Deadline shall be deemed to constitute an affirmative decision not to purchase the Sale Assets. (iii) In the event (1) the Offer Price is based upon an offer from a third-party and such Offer Price contains non-c...