ASSUMPTION AND RETENTION OF OBLIGATIONS Sample Clauses

ASSUMPTION AND RETENTION OF OBLIGATIONS. BY PARTIES; INDEMNIFICATION; DISPUTE RESOLUTION 44 14.1 Buyer’s Assumption of Liabilities and Obligations 44 14.2 Seller’s Retention of Liabilities and Obligations 45 14.3 Invoices for Property Expenses Received After the Settlement Date 45 14.4 Indemnification 45 14.5 Procedure 46 14.6 Dispute Resolution 47 14.7 No Insurance. Waiver of Subrogation Rights 48 14.8 Reservation as to Non-Parties 48 ARTICLE 15. MISCELLANEOUS 48 15.1 Expenses 48 15.2 Notices 48 15.3 Amendments/Waiver 50 15.4 Assignment 50 15.5 Announcements 50 15.6 Counterparts/Fax or pdf Signatures 50 15.7 Governing Law: Jurisdiction 50 15.8 Entire Agreement 51 15.9 Knowledge 51 15.10 Binding Effect 51 15.11 Limitation on Damages 51 15.12 No Third-Party Beneficiaries 51 15.13 Condition Precedent 51 15.14 Exhibits and Schedules 51 15.15 References, Titles and Construction 51 15.16 Further Assurances 52 SCHEDULE 2.6.E Authorized Capital SCHEDULE 6.5 Litigation SCHEDULE 6.13 Hydrocarbon Sales Contracts SCHEDULE 6.15 Imbalances and Inventory SCHEDULE 6.18 Obligatory Operations or Expenditures SCHEDULE 7.4 Buyer’s Litigation SCHEDULE 7.5 Buyer’s Liabilities SCHEDULE 8.1.B Compulsory Proposed Operations EXHIBIT A - Leases and Lands EXHIBIT B - ▇▇▇▇▇ EXHIBIT ▇-▇ Allocated Value Schedule EXHIBIT C - Material Agreements EXHIBIT D - Preference Rights and Required Consents EXHIBIT E - Assignment, ▇▇▇▇ of Sale and Conveyance EXHIBIT F- Form of Affidavit of Non-Foreign Status EXHIBIT G- Form of Buyer’s Officer Certificate EXHIBIT H- Form of Seller’s Officer Certificate EXHIBIT I- Synergy Common Stock IOU EXHIBIT J- Notice of Release, Termination and Extinguishment of Farmout Agreement EXHIBIT K- Escrow Agreement 10-Q 2.6.E 1031 Assets 1.5 75% NRI 4.1.A AAA 14.6 Agreement Preamble Allocated Value 2.3 Arbitrator 14.6 Asset 2.3 Assets 1.2 Assignment 12.3.A Assumed Liabilities 14.1 Audited Financial Statements 10B.2 Buyer Preamble Buyer’s Environmental Liabilities 5.2.B Cash Consideration 2.1 Casualty Loss 4.6 CERCLA 6.14(B) Claim 14.5.B Claim Notice 14.5.A Closing 12.1 Closing Amount 12.3.C Closing Date 12.1 Code 1.5 Consents Exclusion Adjustment 4.7.A.5 ▇▇▇▇▇ 2.5.B Costs 6A.1 Cure Period 4.3.F Data 1.2.I Defensible Title 4.1.A Deposit 2.2 Disputed Asset 4.4 Disputes 14.6 Effective Date Recitals Effective Time Preamble Environmental Condition 5.1 Environmental Cure Period 5.5.F Environmental Defect 5.1 Environmental Defect Adjustment 5.5.D Environmental Defect Date 5.4 Environmental Defect Deductible 5.5.G En...