Common use of Preferential Rights and Consents to Assignment Clause in Contracts

Preferential Rights and Consents to Assignment. Sellers shall use their commercially reasonable efforts (which shall not require the payment of any consideration) to obtain all Required Consents (as defined in Section 5.10) prior to the Closing and deliver any notices required in connection with preferential rights to purchase the Assets, and Buyer shall reasonably assist Sellers with such efforts. Without limiting the foregoing, Sellers shall promptly, but in any event, no later than five days after the Execution Date provide the holders of consents and preferential rights with notice of the transactions contemplated by this Agreement and request their consent to assign and/or waiver of their preferential right to purchase. To the extent any Required Consent is not obtained prior to the Closing or notices required in connection with preferential rights to purchase the Assets are not delivered, then (x) such failure shall constitute a Title Defect as to that portion of the Assets affected thereby, (y) the Purchase Price shall be reduced by an amount equal to the Title Defect Value with respect thereto and (z) the affected Assets will not be included in the sale. Following the Closing, Sellers shall continue to use their commercially reasonable efforts to obtain any Required Consent not otherwise obtained prior to the Closing and if any such unobtained Required Consent is subsequently obtained within 90 days after the Closing Date, then Sellers shall notify Buyer and an additional Closing shall be held within five Business Days following receipt of such Required Consent at which (i) Sellers shall sell, assign and convey the affected Assets to Buyer pursuant to the terms of this Agreement (using the form of Assignment) and (ii) Buyer shall pay to Sellers an amount equal to the Allocated Value of such Assets, adjusted in accordance with this Agreement. In the event of such assignment, the term “Closing Date” with respect to any such Assets shall mean the date of assignment of such Assets from Sellers to Buyer.

Preferential Rights and Consents to Assignment. Sellers shall use their commercially reasonable efforts (which shall not require the payment of any consideration) The Assets may be subject to obtain all Required Consents (as defined in Section 5.10) prior to the Closing and deliver any notices required in connection with existing preferential rights to purchase the Assets, and Buyer shall reasonably assist Sellers with such effortsor consents to assignment by third parties (including those reflected in Schedule 3). Without limiting the foregoing, Sellers shall promptly, but in any event, no later than five days after the Execution Date provide the holders of consents and preferential rights with notice of the transactions contemplated by this Agreement and request their consent Assets subject to assign and/or waiver of their preferential right to purchase. To the extent any Required Consent is not obtained prior to the Closing or notices required in connection with existing preferential rights to purchase or consents to assignment by third parties shall not be considered as properties with Title Defects or in value amounts for determining the Assets Jeff▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ak Petroleum, Inc. September 8, 1997 Page 13 aggregate of all Title Defect Amounts in excess of the Deductible Amount. Seller shall use reasonable efforts to obtain waivers of all preferential rights and to obtain all consents to assignment prior to Closing. The amount allocated by Seller to any Asset subject to a claim of preferential right shall be determined based on Purchaser's itemized allocation which Purchaser shall provide to Seller as requested by Seller in connection therewith. The rights and obligations of the parties concerning such preferential rights and consents to assignment are not deliveredas follows: (A) In the event a preferential right is exercised prior to Closing, then (xi) Seller shall be entitled to all proceeds paid by such failure shall constitute a Title Defect as to that portion of the Assets affected therebythird party exercising its preferential right, (yii) the Purchase Price shall be reduced by adjusted downward in an amount equal to the Title Defect Value with respect thereto price paid to Seller by such third party, and (ziii) the affected such Assets will not be included in the sale. Following the Closing, Sellers shall continue to use their commercially reasonable efforts to obtain any Required Consent not otherwise obtained prior to the Closing and if any such unobtained Required Consent is subsequently obtained within 90 days after the Closing Date, then Sellers shall notify Buyer and an additional Closing shall be held within five Business Days following receipt of such Required Consent at which deleted from the Assignment, Bill ▇▇ Sale and Conveyance. (iB) Sellers shall sell, assign and convey the affected Assets to Buyer pursuant to the terms of this Agreement (using the form of Assignment) and (ii) Buyer shall pay to Sellers an amount equal to the Allocated Value of such Assets, adjusted in accordance with this Agreement. In the event of a preferential right is exercised subsequent to Closing, then Purchaser shall be obligated to comply with such assignment, the term “Closing Date” with respect preferential right but shall be entitled to any all proceeds paid by such Assets shall mean the date of assignment of such Assets from Sellers to Buyerthird party exercising its preferential right.