(c) Assigned Permits. To the extent legally transferable, each of Sellers will assume and assign and transfer to Buyer or its Affiliate Designees, as applicable, and Buyer (or its Affiliate Designees) shall accept and assume from such Seller, effective as of the Closing Date, all of such Sellers right, title and interest in and to Permits held by such Seller and primarily applicable to the Businesss or Sellers ownership or operation of the Pipeline System, Plants, SWD Wells and the other Assets and all rights of such Seller thereunder (the Assigned Permits), including those listed on Schedule 2.5(c). All Permits to which any of Sellers is a party or by which any of Sellers or any of their assets or properties are bound that are not Assigned Permits shall be deemed to be Excluded Permits.
(d) Non-Transferable Contracts and Permits. Notwithstanding anything in this Agreement to the contrary, and notwithstanding the provisions of Sections 363 and 365 of the Bankruptcy Code, this Agreement shall not constitute an agreement to assign or transfer any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if (i) an assignment or transfer thereof, without the consent of a third party thereto, would constitute a breach or violation thereof or is otherwise prohibited or would in any way adversely affect any of the rights of Buyer or any of its Affiliate Designees (unless the restrictions on assignment or transfer thereunder would be rendered ineffective pursuant to Sections 9-406 through 9-409, inclusive, of the Uniform Commercial Code, as amended, or the Bankruptcy Code), and (ii) the need for such consent is not obviated or such prohibition overridden by the effect of the entry of the Sale Order unless and until such consent shall have been obtained. Sellers shall, and shall use their commercially reasonable efforts to cause their Affiliates (and to the extent applicable, any Insider) to, use their commercially reasonable efforts to cooperate with Buyer at its request in endeavoring to obtain such consents promptly.
2.6 Preferential Purchase Rights. Sellers shall, within three (3) Business Days after the Execution Date, provide written notice to BP, with respect to the preferential purchase right under the Preferential Right Contract. If the preferential purchase right with respect to the Preferential Right Asset is exercised by BP prior to the Closing, (i) such Preferential Right Asset and the related Preferential Right Contract shall be excluded from the Assets and Executory Contracts conveyed to Buyer or its Affiliate Designee, as applicable, at the Closing, (ii) such Preferential Right Asset and the related Preferential Right Contract shall be deemed to be Excluded Assets and Excluded Contracts, as applicable, for all purposes of this Agreement, (iii) the Purchase Price shall be reduced by an amount equal to the Preferential Right Amount, and (iv) Sellers shall be entitled to retain all consideration received for such Preferential Right Asset from BP (or any Affiliate thereof). Notwithstanding anything to the contrary in this Agreement, Sellers may elect, at such time that all of the conditions set forth in Section 7.1 (other than the condition set forth in Section 7.1(i)) have been satisfied or waived, to defer the sale of the Preferential Right Asset and to consummate the other transactions contemplated herein in accordance with the terms hereof, except that the Purchase Price paid at Closing will be reduced by the Preferential Right Amount. Notwithstanding the Outside Termination Date, if within one hundred twenty (120) days from the entry of the Sale Order, the condition set forth in Section 7.1(i) is satisfied or waived, the Buyer will purchase the Preferential Right Asset for the Preferential Right Amount within three (3) Business Days of such condition having been satisfied or waived. If the condition set forth in Section 7.1(i) is not satisfied or waived within one hundred twenty (120) days of the entry of the Sale Order, neither the Buyer nor any of its