Common use of Real Property Consents Clause in Contracts

Real Property Consents. (a) Seller shall identify and list on Schedule 2.3(b), with respect to the Assets, all Real Property Consents that would be applicable to the transactions contemplated hereby. Prior to the Closing, Seller will request execution of all Real Property Consents. During such period in which the applicable Asset is not capable of being assigned to Buyer due to the failure to obtain an execution of a Real Property Consent, the Parties mutually agree, as is reasonably practicable, to cooperate to obtain an execution of such Real Property Consent or to make or cause to be made such arrangements as may be reasonably necessary or requested by Buyer to enable Buyer to receive all the economic benefits or same or similar rights with respect to such Asset. (b) Real Property Interests with respect to which a Real Property Consent has not been obtained on or before the day that is three (3) Business Days prior to the Closing shall be deemed to be excluded from the Assets conveyed to Buyer at the Closing, but the Purchase Price shall not be reduced. (c) With respect to any Real Property Interest upon which any Pipeline is located, if, under the terms of such Real Property Interest, a Real Property Consent is required prior to the assignment of such Real Property Interest to Buyer and such Real Property Consent has not been obtained prior to the period described in clause (b) above, this Agreement shall not constitute an agreement to convey at the Closing such Real Property Interest or the portions of such Pipeline that are located upon such Real Property Interest. In such case, the Parties may agree that (i) with respect to the portions of such Pipeline not conveyed at the Closing (the “Excluded Facilities”), the Parties shall enter into an agreement, the form and substance of which shall be mutually agreed to by the Parties, that provides Buyer, to the commercially reasonable extent possible, with the rights, benefits and burdens with respect to the Excluded Facilities that Buyer would have received had such Excluded Facilities been conveyed to Buyer at the Closing and (ii) the other portions of the Sherwood Gas Gathering and Compression System and the related Real Property Interests shall be conveyed to Buyer at the Closing. With respect to any portion of the Excluded Facilities and related Real Property Interests, when the applicable Real Property Consents are obtained, Seller shall convey the applicable portions of the Excluded Facilities and assign, pursuant to a special warranty deed or assignment, such related Real Property Interests to Buyer within ten (10) days following receipt of such Real Property Consent, and any agreement entered into between the Parties with respect to such portions of the Excluded Facilities shall terminate. During the term of any such agreement, Seller shall not convey, or allow any Liens by, through, or under Seller to attach to, the applicable portion of the Excluded Facilities or the related Real Property Interests covered by such agreement. Additionally, Buyer may terminate such agreement at any time by giving sixty (60) days’ notice. At the time of termination of such agreement, to the extent that the Seller may do so if the requisite Real Property Consents have been obtained, Seller shall convey to Buyer the remaining rights they may have in the Excluded Facilities and, assign, to the extent related to the Sherwood Gas Gathering and Compression System, the Real Property Interests pursuant to a special warranty deed or assignment. (d) For a period of one (1) year following the Closing, the Parties shall continue to use their commercially reasonable efforts to obtain any Real Property Consent that was not obtained prior to the Closing.

Real Property Consents. (a) Seller shall identify and list on Schedule 2.3(b)identify, with respect to the Assets, all Real Property Consents and other provisions restricting assignment without Consent that would be applicable to the transactions contemplated herebyhereby and the names and addresses of the parties holding such Real Property Consents. Prior to the Closing, Seller will request request, from the parties so identified (and in accordance with the documents creating such rights), and will use commercially reasonable efforts to obtain, execution of all Real Property Consents. During such period in which the applicable Asset is not capable of being assigned to Buyer or a Buyer Subsidiary, as applicable, due to the failure to obtain an execution of a Real Property Consent, the Parties mutually agree, as is reasonably practicable, to cooperate to obtain an execution of such Real Property Consent or to make or cause to be made such arrangements as may be reasonably necessary or requested by Buyer to enable Buyer or such Buyer Subsidiary, as applicable, to receive all the economic benefits or same or similar rights with respect to such Asset. (b) Real Property Interests with respect to which a Real Property Consent has not been obtained on or before the day that is three (3) Business Days prior to the Closing shall be deemed to be excluded from the Assets conveyed to Buyer or a Buyer Subsidiary, as applicable, at the Closing, but the Unadjusted Purchase Price shall not be reduced. (c) With respect to any Real Property Interest upon which any pipeline comprising part of the Processing Facilities or the Ranger NGL Pipeline is located, if, under the terms of such Real Property Interest, a Real Property Consent is required prior to the assignment of such Real Property Interest to Buyer or a Buyer Subsidiary, as applicable, and such Real Property Consent has not been obtained prior to the period described in clause (b) aboveClosing, this Agreement shall not constitute an agreement to convey at the Closing such Real Property Interest or the portions of such Processing Facilities or Ranger NGL Pipeline that are located upon such Real Property Interest. In such case, the Parties may agree that (i) with respect to the portions of such Processing Facilities or Ranger NGL Pipeline not conveyed at the Closing (the “Excluded EQT Processing Facilities”), the Parties shall enter into an agreementagreement (the “EQT Processing Facilities Agreement”), the form and substance of which shall be mutually agreed to by the Parties, that provides BuyerBuyer or such Buyer Subsidiary, as applicable, to the commercially reasonable extent possible, with the rights, benefits and burdens with respect to the Excluded EQT Processing Facilities that Buyer or such Buyer Subsidiary, as applicable, would have received had such Excluded EQT Processing Facilities been conveyed to Buyer or such Buyer Subsidiary, as applicable, at the Closing and (ii) the other portions of the Sherwood Gas Gathering and Compression System such Processing Facilities or Ranger NGL Pipeline and the related Real Property Interests shall be conveyed to Buyer or such Buyer Subsidiary, as applicable, at the Closing. With respect to any portion of the Excluded EQT Processing Facilities and related Real Property InterestsInterests to which an EQT Processing Facilities Agreement applies, when the applicable Real Property Consents are obtained, Seller shall convey the applicable portions of the Excluded EQT Processing Facilities and assign, pursuant to a special warranty deed or assignmentdeed, such related Real Property Interests to Buyer or such Buyer Subsidiary, as applicable, within ten (10) 10 days following receipt of such Real Property Consent, and any agreement entered into between the Parties EQT Processing Facilities Agreement with respect to such portions of the Excluded EQT Processing Facilities shall terminate. During the term of any such agreementEQT Processing Facilities Agreement, Seller shall not convey, or allow any Liens by, through, or under Seller to attach to, the applicable portion of the Excluded EQT Processing Facilities or the related Real Property Interests covered by such agreementEQT Processing Facilities Agreement. Additionally, Buyer or such Buyer Subsidiary, as applicable, may terminate such agreement EQT Processing Facilities Agreement at any time by giving sixty (60) 60 days’ notice. At the time of termination of such agreement, to the extent that the Seller may do so if the requisite Real Property Consents have been obtainedEQT Processing Facilities Agreement, Seller shall convey to Buyer or such Buyer Subsidiary, as applicable, the remaining rights they may have in the Excluded EQT Processing Facilities and, assign, to the extent related to the Sherwood Gas Gathering and Compression Systemsuch Processing Facilities or portion of Ranger NGL Pipeline, the Real Property Interests pursuant to a special warranty deed or assignmentdeed. (d) For a period of one (1) year following the Closing, the The Parties shall continue after the Closing to use their all commercially reasonable efforts to obtain any Real Property Consent that was not obtained prior to the Closing.