Common use of Remedies Before Closing Clause in Contracts

Remedies Before Closing. If Sellers are unable before Closing to obtain the required Consents (other than Consents ordinarily obtained after closing and Consents on hydrocarbon sales, purchase, gathering, transportation, treating, marketing, exchange, processing and fractionating agreements) and waivers of all Preferential Rights, then: (i) Sellers and Buyer by agreement may proceed with Closing as to the Interests affected by the unwaived Preferential Rights or unobtained Consents, subject to the further obligations of Seller and Buyer set forth in Section 5.5.3 in the event that such Preferential Rights are validly exercised or such Consents are ultimately denied after Closing; (ii) Either Sellers or Buyer may exclude the affected portion of the Interests from the transaction under this Agreement, adjust the Sale Price by the Allocated Value of the excluded Interests, and proceed with Closing as to the rest of the Interests; provided, however, that if the required Consent or waiver of Preferential Rights is obtained within ninety (90) days after Closing, Buyer shall acquire the excluded Interests for the Allocated Value thereof (subject to adjustments herein provided) within ten (10) days of written notice by Sellers to Buyer that such required Consent or waiver of Preferential Rights has been obtained; (iii) If neither of the remedies set forth in subparts (i) and (ii) of this Section 5.5.2 is exercised, Sellers or Buyer may exercise the termination rights set forth in Article 6.

Remedies Before Closing. If Sellers are Seller is unable before Closing to obtain the required Consents (other than Consents ordinarily obtained after closing and Consents on hydrocarbon sales, purchase, gathering, transportation, treating, marketing, exchange, processing and fractionating agreements) and waivers of all Preferential Rights, then: (i) Sellers Seller and Buyer by agreement may proceed with Closing as to the Interests affected by the unwaived Preferential Rights or unobtained Consents, subject to the further obligations of Seller and Buyer set forth in Section 5.5.3 5.4.3 in the event that such Preferential Rights are validly exercised or such Consents are ultimately denied after Closing; (ii) Either Sellers Seller or Buyer may exclude the affected portion of the Interests from the transaction under this Agreement, adjust the Sale Price by the Allocated Value of the excluded Interests, and proceed with Closing as to the rest of the Interests; provided, however, that if the required Consent or waiver of Preferential Rights is obtained within ninety (90) days after Closing, Buyer shall acquire the excluded Interests for the Allocated Value thereof (subject to adjustments herein provided) within ten (10) days of written notice by Sellers to Buyer that such required Consent or waiver of Preferential Rights has been obtained; (iii) If neither of the remedies set forth in subparts (i) and (ii) of this Section 5.5.2 5.4.2 is exercised, Sellers Seller or Buyer may exercise the termination rights set forth in Article 6.