Common use of Negotiations with Third Parties Clause in Contracts

Negotiations with Third Parties. Neither Abengoa nor any of its representatives, agents or Affiliates (excluding Yield and its direct or indirect subsidiaries, which subsidiaries shall not include any Abengoa ROFO Asset prior to the acquisition thereof by Yield or any of its Affiliates in accordance with the terms and conditions of this Agreement) shall solicit offers from, or negotiate or enter into any agreement with, any Third Party for the Transfer of any Abengoa ROFO Asset (or any portion thereof) until the expiration of the Negotiation Period related to such Abengoa ROFO Asset and the proposed Transfer (the “ROFO Termination Date”). Yield agrees and acknowledges that, if no agreement has been reached between Abengoa and Yield, from and after the ROFO Termination Date for any Abengoa ROFO Asset and the applicable proposed Transfer, during a period of eighteen (18) months: (a) Abengoa shall have the absolute right to solicit offers from, negotiate with, and enter into agreements with, any Third Party to Transfer such Abengoa ROFO Asset, as long as such is on terms generally no less favorable to Abengoa than those offered to Yield pursuant to the Transaction Notice, and (b) Abengoa shall have no further obligation to negotiate with Yield regarding, or offer Yield the opportunity to acquire any interest in, such Abengoa ROFO Asset; provided, that the final terms of the Transfer of any Abengoa ROFO Asset to any Third Party be on terms generally no less favorable to Abengoa than those offered to Yield pursuant to the Transaction Notice.

Negotiations with Third Parties. Neither Abengoa NRG nor any of its representatives, agents or Affiliates (excluding Yield and its direct or indirect subsidiaries, which subsidiaries shall not include any Abengoa NRG ROFO Asset prior to the acquisition thereof by Yield or any of its Affiliates in accordance with the terms and conditions of this Agreement) shall solicit offers from, or negotiate or enter into any agreement with, any Third Party for the Transfer of any Abengoa NRG ROFO Asset (or any portion thereof) until the expiration of the Negotiation Period related to such Abengoa NRG ROFO Asset and the proposed Transfer (the “ROFO Termination Date”). Yield agrees and acknowledges that, if no agreement has been reached between Abengoa and Yield, that from and after the ROFO Termination Date for any Abengoa NRG ROFO Asset and the applicable proposed Transfer, during a period of eighteen (18) months: : (a) Abengoa NRG shall have the absolute right to solicit offers from, negotiate with, and enter into agreements with, any Third Party to Transfer such Abengoa NRG ROFO Asset, as long as such is on terms generally no less favorable to Abengoa NRG than those offered to Yield pursuant to the Transaction Notice, and (b) Abengoa NRG shall have no further obligation to negotiate with Yield regarding, or offer Yield the opportunity to acquire any interest in, such Abengoa NRG ROFO Asset; provided, that the final terms of the Transfer of any Abengoa NRG ROFO Asset to any Third Party be on terms generally no less favorable to Abengoa NRG than those offered to Yield pursuant to the Transaction Notice.

Negotiations with Third Parties. Neither Abengoa nor any of its representatives, agents agents, Affiliates or Affiliates Investment Vehicles (excluding Yield and its direct or indirect subsidiaries, which subsidiaries shall not include any Abengoa ROFO Asset prior to the acquisition thereof by Yield or any of its Affiliates in accordance with the terms and conditions of this Agreement) shall solicit offers from, or negotiate or enter into any agreement with, any Third Party for the Transfer of any Abengoa ROFO Asset (or any portion thereof) until the expiration of the Negotiation Period related to such Abengoa ROFO Asset and the proposed Transfer (the “ROFO Termination Date”). Yield agrees and Abengoa agree and acknowledges that, if no agreement has been reached between Abengoa and Yield, from and after the ROFO Termination Date for any Abengoa ROFO Asset and the applicable proposed Transfer, during a period of eighteen thirty (1830) months: (a) Abengoa shall have the absolute right to solicit offers from, negotiate with, and enter into agreements with, any Third Party to Transfer such Abengoa ROFO Asset, as long as such Transfer is on terms generally no less favorable to Abengoa than those offered to Yield pursuant to the Transaction Notice, and (b) Abengoa shall have no further obligation to negotiate with Yield regarding, or offer Yield the opportunity to acquire any interest in, such Abengoa ROFO Asset; provided, that the final terms of the Transfer of any Abengoa ROFO Asset to any Third Party be on terms generally no less favorable to Abengoa than those offered to Yield pursuant to the Transaction Notice.

Negotiations with Third Parties. Neither Abengoa Zephyr nor any of its representatives, agents or Affiliates (excluding Yield and its direct or indirect subsidiaries, which subsidiaries shall not include any Abengoa ROFO Asset prior to the acquisition thereof by Yield or any of its Affiliates in accordance with the terms and conditions of this Agreement) Subsidiaries shall solicit offers from, or negotiate or enter into any agreement with, any Third Party for the Transfer of any Abengoa Zephyr ROFO Asset (or any portion thereof) until the expiration of the Negotiation Period related to such Abengoa Zephyr ROFO Asset and the proposed Transfer (the “ROFO Termination Date”). Yield agrees and acknowledges that, if no agreement has been reached between Abengoa and Yield, that for a period of one hundred eighty (180) calendar days from and after the ROFO Termination Date for any Abengoa Zephyr ROFO Asset and the applicable proposed Transfer, during a period of eighteen (18) months: : (a) Abengoa Zephyr shall have the absolute right to solicit offers from, negotiate with, and enter into agreements with, any Third Party to Transfer such Abengoa Zephyr ROFO Asset, as long as such is on terms generally no less favorable to Abengoa Zephyr than those offered to Yield pursuant to the Transaction Notice, and (b) Abengoa Zephyr shall have no further obligation to negotiate with Yield regarding, or offer Yield the opportunity to acquire any interest in, such Abengoa Zephyr ROFO Asset; provided, that the final terms of the Transfer of any Abengoa Zephyr ROFO Asset to any Third Party be on terms generally no less favorable to Abengoa Zephyr than those offered to Yield pursuant to the Transaction Notice; provided, further, that if after such one hundred eighty (180) calendar day period Zephyr has not Transferred such Zephyr ROFO Asset to a Third Party, such Zephyr ROFO Asset shall again be subject to this Agreement.

Negotiations with Third Parties. Neither Abengoa NRG nor any of its representatives, agents or Affiliates (excluding Yield and its direct or indirect subsidiaries, which subsidiaries shall not include any Abengoa NRG ROFO Asset prior to the acquisition thereof by Yield or any of its Affiliates in accordance with the terms and conditions of this Agreement) shall solicit offers from, or negotiate or enter into any agreement with, any Third Party for the Transfer of any Abengoa NRG ROFO Asset (or any portion thereof) until the expiration of the Negotiation Period related to such Abengoa NRG ROFO Asset and the proposed Transfer (the “ROFO Termination Date”). Yield agrees and acknowledges that, if no agreement has been reached between Abengoa and Yield, that for a period of one hundred eighty (180) calendar days from and after the ROFO Termination Date for any Abengoa NRG ROFO Asset and the applicable proposed Transfer, during a period of eighteen (18) months: : (a) Abengoa NRG shall have the absolute right to solicit offers from, negotiate with, and enter into agreements with, any Third Party to Transfer such Abengoa NRG ROFO Asset, as long as such is on terms generally no less favorable to Abengoa NRG than those offered to Yield pursuant to the Transaction Notice, and (b) Abengoa NRG shall have no further obligation to negotiate with Yield regarding, or offer Yield the opportunity to acquire any interest in, such Abengoa NRG ROFO Asset; provided, that the final terms of the Transfer of any Abengoa NRG ROFO Asset to any Third Party be on terms generally no less favorable to Abengoa NRG than those offered to Yield pursuant to the Transaction NoticeNotice and; provided further, that if after such one hundred eighty (180) calendar day period NRG has not Transferred such NRG ROFO asset to a Third Party, such NRG ROFO Asset shall again be subject to this Agreement.