TO THE ASSET(S) AFFECTED
BY SUCH PREFERENTIAL PURCHASE RIGHT WITHIN TEN (10) DAYS (OR THE NEXT BUSINESS
DAY THEREAFTER IF SUCH DAY IS NOT A BUSINESS DAY) AFTER ANY SUCH PREFERENTIAL
PURCHASE RIGHT HAS BEEN WAIVED OR THE TIME TO ELECT HAS ELAPSED.
IF SUCH
PREFERENTIAL PURCHASE RIGHT HAS NOT BEEN WAIVED AND THE TIME TO ELECT HAS NOT
ELAPSED OR HAS BEEN EXERCISED BUT NOT YET CLOSED, WITHIN NINETY (90) DAYS AFTER
THE CLOSING DATE, THE ASSET(S) AFFECTED THEREBY, AUTOMATICALLY AND WITHOUT NEED
TO AMEND THIS AGREEMENT, SHALL BE REMOVED AND EXCLUDED FROM THIS AGREEMENT AND
PURCHASER SHALL HAVE NO FURTHER RIGHTS OR OBLIGATIONS WITH RESPECT TO THE SAME.
3.10
CONSENTS TO ASSIGNMENT.
WITH RESPECT TO EACH
PARTY HOLDING A CONSENT TO ASSIGN, UPON EXECUTION OF THIS AGREEMENT, NOBLE SHALL
PROMPTLY NOTIFY SAID PARTIES OF THIS AGREEMENT AND SEEK TO OBTAIN THEIR CONSENTS
TO THE ASSIGNMENTS CONTEMPLATED HEREBY.
IF NOBLE FAILS TO OBTAIN A MATERIAL
CONSENT SET FORTH ON SCHEDULE 4.11, THEN, UNLESS OTHERWISE MUTUALLY AGREED BY
NOBLE AND PURCHASER, ANY ASSET OR PORTION THEREOF SUBJECT THERETO SHALL BE HELD
BACK FROM THE ASSETS TO BE CONVEYED TO PURCHASER AT CLOSING, AND THE PURCHASE
PRICE TO BE PAID AT CLOSING SHALL BE REDUCED BY THE ALLOCATED VALUE FOR SUCH
ASSET (OR PORTION THEREOF) IF SUCH ALLOCATED VALUE IS POSITIVE AND INCREASED BY
THE ALLOCATED VALUE FOR SUCH ASSET (OR PORTION THEREOF) IF SUCH ALLOCATED VALUE
IS NEGATIVE.
IN THE EVENT THAT SUCH CONSENT (WITH RESPECT TO AN ASSET OR
PORTION THEREOF EXCLUDED PURSUANT TO THIS SECTION 3.10 IS OBTAINED WITHIN SIXTY
(60) DAYS FOLLOWING THE CLOSING THEN WITHIN FIVE (5) DAYS THEREAFTER, PURCHASER
SHALL PURCHASE SUCH ASSET OR PORTION THEREOF AND PAY TO NOBLE THE AMOUNT BY
WHICH THE PURCHASE PRICE WAS REDUCED WITH RESPECT
15
THERETO AND NOBLE SHALL ASSIGN TO PURCHASER SUCH ASSET OR PORTION THEREOF
PURSUANT TO THE APPLICABLE ASSIGNMENT AND BILL OF SALE SET FORTH IN SECTION
10.2(A).
3.11
CASUALTY LOSS.
SUBJECT TO SECTIONS 8.10 AND 9.8,
IF AFTER THE DATE HEREOF AND PRIOR TO THE CLOSING ANY PORTION OF THE ASSETS
SHALL BE DAMAGED OR DESTROYED BY A CASUALTY OR TAKEN IN CONDEMNATION OR THE
EXERCISE OF EMINENT DOMAIN, NOBLE SHALL PROMPTLY NOTIFY PURCHASER OF THE ASSETS
SO AFFECTED AND, IN THE EVENT OF A CASUALTY, NOBLE'S GOOD FAITH ESTIMATE OF THE
TIME AND EXPENSE REQUIRED TO REPAIR SUCH DAMAGE OR DESTRUCTION.
NOBLE SHALL
ALSO ELECT BY WRITTEN NOTICE TO PURCHASER AT LEAST FIVE (5) BUSINESS DAYS PRIOR
TO CLOSING EITHER (A) IN THE EVENT OF A CASUALTY, TO CAUSE THE ASSETS AFFECTED
BY SUCH CASUALTY TO BE REPAIRED OR RESTORED, AT NOBLE'S SOLE COST AND EXPENSE,
AS PROMPTLY AS REASONABLY PRACTICABLE (WHICH WORK MAY EXTEND AFTER THE CLOSING),
(B) IN THE EVENT OF A CASUALTY, TO INDEMNIFY PURCHASER THROUGH A DOCUMENT
REASONABLY ACCEPTABLE TO PURCHASER AGAINST ANY COSTS AND EXPENSES THAT PURCHASER
REASONABLY INCURS TO REPAIR THE ASSETS SUBJECT TO SUCH CASUALTY OR TAKING, (C)
TREAT SUCH CASUALTY OR TAKING AS A