Common use of Preferential Rights and Consents Clause in Contracts

Preferential Rights and Consents. (a) Some of the Leases are subject to preferential rights to purchase in favor of third parties or third party consents to assignment and notices of sale. The form and content of all solicitations for the waivers and consents affecting the Interests shall be determined jointly by Seller and Buyer but shall not be inconsistent with any of the terms of this Agreement. Seller shall deliver such solicitations in writing to the affected third parties as soon as practicable after the date hereof. (b) In the event a third party exercises an applicable preferential right to purchase any of the Interests prior to the Closing Date, the affected Interests shall be removed from this Agreement and the Cash Purchase Price shall be adjusted by the Allocated Value of the Interests. In the event such third party fails or refuses to close on such preferential right within 60 days of the date of such third party’s exercise of its preferential right, Buyer shall purchase such affected interest covered by the preferential right for the Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interest from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer.

Preferential Rights and Consents. (a) Some of the Leases are subject to preferential rights to purchase in favor of third parties or third party consents to assignment and notices as specified in Section 8.6 of salethe Seller Disclosure Schedule. The form and content of all solicitations for the waivers and consents affecting the Interests Oil and Gas Assets shall be determined jointly by Seller and Buyer but shall not be inconsistent with any of the terms of this Agreement. Seller shall deliver such solicitations in writing to the affected third parties as soon as practicable after the date hereof. (b) In the event a third party exercises an applicable preferential right to purchase all or any portion of the Interests an Oil and Gas Asset prior to the Closing Date, the affected Interests Oil and Gas Asset or portion thereof shall be removed from this Agreement and the Cash Purchase Price shall be adjusted reduced by the Allocated Value of the Interestssuch Oil and Gas Asset or portion thereof. In the event such third party fails or refuses to close on such preferential right within 60 days of the date required time of such third party’s exercise of its preferential right, Buyer shall purchase such affected interest Oil and Gas Assets covered by the preferential right for the Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) 30 days following such failure or refusal. If any preferential right to purchase any portion of the Interests Oil and Gas Assets is exercised after the Closing Date, such affected portion of the Interests Oil and Gas Assets shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests Oil and Gas Assets that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests Oil and Gas Assets to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests Oil and Gas Assets to Buyer. In such event, Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interest from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrancesLiens, royalty interests, production payments and other charges or defects created by, through or under Buyer.

Preferential Rights and Consents. BOG will utilize reasonable efforts, consistent with industry practices in transactions of this type, to identify any Preferential Rights or Consents which would be applicable to the BOG Properties and the transactions contemplated hereby. In attempting to identify such Preferential Rights and Consents, BOG is in no event obligated to go beyond its own records. BOG shall have no obligation other than to so attempt to identify such Preferential Rights or Consents and to give the notices required by such identified Preferential Rights or Consents prior to the drilling of a Subject Well or Subsequent Well on the applicable BOG Properties. To the extent a Preferential Right applicable to any BOG Property (aor portion thereof) Some is properly exercised prior to the execution of the Leases are subject to preferential rights to purchase an Assignment covering such BOG Property in favor of third parties Gasco, any well located or third party consents proposed to assignment and notices of sale. The form and content of all solicitations for be located on the waivers and consents affecting the Interests shall be determined jointly lands covered by Seller and Buyer but such BOG Property shall not be inconsistent with considered a Subject Well for purposes hereof, and Gasco shall have no obligation to pay or bear any BOG Drilling Costs associated therewith; any share of BOG Drilling Costs paid by Gasco relating to such well prior to the exercise of the terms of this Agreementsubject Preferential Right shall be reimbursed by BOG to Gasco. Seller shall deliver such solicitations in writing To the extent any Preferential Right applicable to the affected third parties as soon as practicable any BOG Property (or portion thereof) is identified after the date hereof. (b) In the event of an Assignment to Gasco covering such BOG Property, and is further validly and properly exercised by a third party exercises an applicable preferential right to purchase any of or third parties after such date, Gasco shall convey the Interests prior specific BOG Property affected by such Preferential Right to the Closing Dateexercising third party or third parties, the affected Interests and Gasco shall be removed from this Agreement and the Cash Purchase Price shall be adjusted entitled, as its sole remedy against BOG, to any consideration paid by the Allocated Value of the Interests. In the event such third party fails or refuses to close on such preferential right within 60 days of the date of such third party’s exercise of its preferential right, Buyer shall purchase such affected interest covered by the preferential right for the Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made parties on account of such exercisethe post-Assignment exercise of any Preferential Right affecting the BOG Property. All Interests BOG and Gasco hereby recognize that are subject to preferential rights to purchase that have not been exercised as of such date and time any Preferential Right shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests apply only to the party exercising specific property described in the instrument creating same, and shall in no event be construed to apply to all, or any group of, the BOG Properties, other than the specific property described in the instrument creating the Preferential Right. BOG shall use reasonable commercial efforts to secure any Consent of which it becomes aware (whether such right on Consent was identified before or after an Assignment was made covering the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid BOG Property burdened by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interest from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer.such

Preferential Rights and Consents. BOG will utilize reasonable efforts, consistent with industry practices in transactions of this type, to identify any Preferential Rights or Consents which would be applicable to the BOG Properties and the transactions contemplated hereby. In attempting to identify such Preferential Rights and Consents, BOG is in no event obligated to go beyond its own records. BOG shall have no obligation other than to so attempt to identify such Preferential Rights or Consents and to give the notices required by such identified Preferential Rights or Consents prior to the drilling of a Subject Well or Subsequent Well on the applicable BOG Properties. To the extent a Preferential Right applicable to any BOG Property (aor portion thereof) Some is properly exercised prior to the execution of the Leases are subject to preferential rights to purchase an Assignment covering such BOG Property in favor of third parties Gasco, any well located or third party consents proposed to assignment and notices of sale. The form and content of all solicitations for be located on the waivers and consents affecting the Interests shall be determined jointly lands covered by Seller and Buyer but such BOG Property shall not be inconsistent with considered a Subject Well for purposes hereof, and Gasco shall have no obligation to pay or bear any BOG Drilling Costs associated therewith; any share of BOG Drilling Costs paid by Gasco relating to such well prior to the exercise of the terms of this Agreementsubject Preferential Right shall be reimbursed by BOG to Gasco. Seller shall deliver such solicitations in writing To the extent any Preferential Right applicable to the affected third parties as soon as practicable any BOG Property (or portion thereof) is identified after the date hereof. (b) In the event of an Assignment to Gasco covering such BOG Property, and is further validly and properly exercised by a third party exercises an applicable preferential right or third parties after such date, Gasco shall convey the specific BOG Property affected by such Preferential Right to purchase any the exercising third party or third parties, and Gasco shall be entitled, as its sole remedy against BOG, to a reimbursement of the Interests prior 18% share of BOG Drilling Costs and 9% share of BOG Completion Costs paid by Gasco with respect to the Closing Date, the affected Interests shall applicable Subject Well or Subsequent Well which must be removed from this Agreement and the Cash Purchase Price shall be adjusted by the Allocated Value of the Interests. In the event such third party fails or refuses conveyed to close on such preferential right within 60 days of the date of such third party’s exercise ; provided, however, that the amount of its preferential right, Buyer shall purchase such affected interest covered by the preferential right for the Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment reimbursement shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In proportionately reduced in the event of such exercise, Buyer shall prepare a form of conveyance of such interest from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer.less

Preferential Rights and Consents. BOG will utilize reasonable efforts, consistent with industry practices in transactions of this type, to identify any Preferential Rights or Consents which would be applicable to the BOG Properties and the transactions contemplated hereby. In attempting to identify such Preferential Rights and Consents, BOG is in no event obligated to go beyond its own records. BOG shall have no obligation other than to so attempt to identify such Preferential Rights or Consents and to give the notices required by such identified Preferential Rights or Consents prior to the drilling of a Subject Well or Subsequent Well on the applicable BOG Properties. To the extent a Preferential Right applicable to any BOG Property (aor portion thereof) Some is properly exercised prior to the execution of the Leases are subject to preferential rights to purchase an Assignment covering such BOG Property in favor of third parties Middle Bay, any well located or third party consents proposed to assignment and notices of sale. The form and content of all solicitations for be located on the waivers and consents affecting the Interests shall be determined jointly lands covered by Seller and Buyer but such BOG Property shall not be inconsistent with considered a Subject Well for purposes hereof, and Middle Bay shall have no obligation to pay or bear any BOG Drilling Costs associated therewith; any share of BOG Drilling Costs paid by Middle Bay relating to such well prior to the exercise of the terms of this Agreementsubject Preferential Right shall be reimbursed by BOG to Middle Bay. Seller shall deliver such solicitations in writing To the extent any Preferential Right applicable to the affected third parties as soon as practicable any BOG Property (or portion thereof) is identified after the date hereof. (b) In the event of an Assignment to Middle Bay covering such BOG Property, and is further validly and properly exercised by a third party exercises an applicable preferential right to purchase any of or third parties after such date, Middle Bay shall convey the Interests prior specific BOG Property affected by such Preferential Right to the Closing Dateexercising third party or third parties, the affected Interests and Middle Bay shall be removed from this Agreement and the Cash Purchase Price shall be adjusted entitled, as its sole remedy against BOG, to any consideration paid by the Allocated Value of the Interests. In the event such third party fails or refuses to close on such preferential right within 60 days of the date of such third party’s exercise of its preferential right, Buyer shall purchase such affected interest covered by the preferential right for the Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made parties on account of such exercisethe post- Assignment exercise of any Preferential Right affecting the BOG Property. All Interests BOG and Middle Bay hereby recognize that are subject to preferential rights to purchase that have not been exercised as of such date and time any Preferential Right shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests apply only to the party exercising such right on specific property described in the same terms instrument creating same, and conditions under which Seller conveyed such Interests shall in no event be construed to Buyerapply to all, or any group of, the BOG Properties, other than the specific property described in the instrument creating the Preferential Right. Buyer BOG shall retain all amounts paid by the party exercising such preferential right use reasonable commercial efforts to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interest from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer.secure