Final Conditions. (a) Seller and Purchaser, singularly and plurally, warrant and agree that each shall use all reasonable efforts to take or cause to be taken such actions as may be necessary to consummate and make effective the transaction contemplated by this Agreement and to assure that it will not be under any material, corporate, legal or contractual restriction that would prohibit or delay the timely consummation of such transaction. (b) In the event all or part of the Subject Assets, including equipment and personal property, are damaged or destroyed by fire or other calamity prior to Closing, Seller shall have the option, but not the obligation, of repairing the damage at its sole cost or removing the damaged Subject Assets from the sale and adjusting the Sale Price to reflect retention of such Subject Assets. (c) All of the terms, covenants and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors and assigns. (d) This Agreement is for the benefit of Seller and Purchaser only and not for the benefit of third parties. (e) Neither Seller nor Purchaser may assign any rights or delegate any duties established pursuant to this Agreement without the prior written consent of the other party. In the event of any such assignment, Purchaser shall remain obligated to Seller for fulfillment of all terms, conditions, indemnities, and performance of requirements set forth in this Agreement. (f) This Agreement shall be governed by and interpreted in accordance with the laws of the State of Colorado, without giving effect to any principles of conflicts of law. All assignments and instruments of conveyance executed in accordance with this Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State where the Subject Assets conveyed thereby are located. (g) Neither party shall make any press release or other public announcements, concerning this transaction, without the prior written approval of the other party and agreement to the form of the announcement, except as may be required by applicable laws or rules and regulation of any governmental agency or stock exchange. Purchaser shall keep the Sale Price and the terms of this Agreement confidential at all times, except with Seller's prior written consent or as may be required by applicable laws, rules or regulations. (h) All notices, consents, requests, instructions, approvals and other communications provided for herein shall be deemed to be validly given, made or served, if in writing and delivered personally or sent by courier service, telefax, telex, or certified mail to the address listed below: If to Seller: ▇▇▇▇▇▇▇▇ Petroleum Company ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ If to Purchaser: Skyline Resources, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ Slaterdome Gas, Inc. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇ (i) This Agreement is specifically conditioned upon Seller receiving all waivers, consents, approvals, permits and authorizations and actions of third parties, including lessors' consents and waivers of preferential purchase rights, which by federal, state or local law, rule or regulation, agreement or by their inherent nature are required to be obtained to complete the purchase and sale contemplated herein. Seller shall notify all holders of such preferential rights and rights to consent to or approve assignment of all or any part of the Subject Assets of its intention to sell the portion of the Subject Assets affected thereby, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Purchaser if any preferential rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. Further, at Closing, the Sale Price shall be adjusted downward by the value allocated on Exhibit "D" to any Subject Asset affected by the failure to obtain a consent or by the exercise of a preferential right and such Subject Asset shall be excluded from sale hereunder. Seller shall in its sole judgment determine whether there has been a valid exercise of a preferential right or failure to obtain a necessary consent related to a Property or Properties and shall not be liable for exclusion from sale of any such Property; provided, however, that if Seller determines to proceed with sale of such Property and Purchaser receives assignment of same at Closing then Purchaser shall indemnify, defend, and hold Seller harmless from any claim or cause of action asserted by any person who claims to have or to have exercised a preferential right or refusal of consent or approval related to the Property. (j) THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH IN ARTICLES IV (f), VII (b), AND ARTICLE VIII SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, FAULT, OR STRICT LIABILITY OF THE INDEMNITEE OR OF ANY OTHER PERSON OR ENTITY. INDEMNITIES AND RELEASES SHALL BE FOR THE BENEFIT OF EACH SELLER, INDIVIDUALLY AND SHALL EXTEND TO AND PROTECT THE INDEMNIFIED PARTY'S OFFICERS, EMPLOYEES, AND AGENTS. (k) The parties agree that they will use the procedures outlined in Exhibit "E" attached hereto, to resolve disputes which may arise between them under this Agreement; provided, however, that this Article XII (k) and Exhibit "E" shall not apply to disputes related in any manner to indemnity or release obligations. It is further provided, notwithstanding the provisions of Exhibit "E" that either party may seek a restraining order, temporary injunction, or other provisional judicial relief if the party in its sole judgment believes that such action is necessary to avoid irreparable injury or to preserve the status quo, but parties will continue to participate in good faith in the procedures despite any such request for provisional relief. (l) If any release, assumption or obligation or liability, or indemnity is held to be invalid or unenforceable, then the parties intend and agree that the remaining portion of such release, assumption, or indemnity shall remain in force and effect, modified to the minimum extent required to comply with applicable law for enforceability. (m) The liability and obligations of Seller and Purchaser under each of their respective representations and covenants, including all indemnities, releases, and assumption of obligations contained in this Agreement shall survive Closing and execution and delivery of the assignments referenced herein and remain in force and effect. (n) This Agreement constitutes the entire agreement between Seller and Purchaser with respect to the transactions contemplated herein, and supersedes all prior oral or written agreements, commitments, understandings, or information otherwise furnished by Seller to Purchaser with respect to such matters. No amendment shall be binding unless in writing and signed by representatives of both parties. (o) This Agreement may be executed in counterparts, each of which shall be considered an original for all purposes, and the signature pages of which may be combined to form multiple original Agreements.
Appears in 1 contract
Final Conditions. (a) Seller and Purchaser, singularly and plurally, warrant and agree that each shall use all reasonable its best efforts to take or cause to be taken all such actions as may be necessary to consummate and make effective the transaction contemplated by this Agreement Agreement, including but not limited to obtaining any required governmental or other approvals or consents, and to assure that it will not be under any material, corporate, legal or contractual restriction that would prohibit or delay the timely consummation of such transaction.
(b) In the event all or part of the Subject Assets, including equipment and personal property, are damaged or destroyed by fire or other calamity prior to Closing, Seller shall have the option, but not the obligation, of repairing the damage at its sole cost or removing deleting the damaged Subject Assets from the sale and adjusting the Sale Price to reflect retention of such Subject Assetssale.
(c) Seller further reserves from the sale all pipelines, equipment and rights-of-way owned and operated by any Phil▇▇▇▇' ▇▇peline subsidiary or affiliate.
(d) All of the terms, covenants and conditions of this Agreement shall be binding upon and inure to the benefit of the parties hereto, their respective heirs, successors and assigns.
(de) This Agreement is for the benefit of Seller and Purchaser only and not for the benefit of third parties.
(ef) Neither Seller nor Purchaser may assign any rights or delegate any duties established pursuant to this Agreement without the prior written consent of the other party. In the event of any such assignment, party except that Purchaser shall remain obligated to Seller for fulfillment of all terms, conditions, indemnities, and performance of requirements set forth may assign its interest in this AgreementAgreement to its parent corporation or any wholly-owned subsidiary of itself or its parent corporation.
(fg) This Agreement shall be governed by and interpreted in accordance with the laws of the State of ColoradoTexas, without giving effect to any principles of conflicts of law. All assignments and instruments of conveyance Conveyance executed in accordance with this Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State where the Subject Assets conveyed thereby are located.
(gh) Neither party shall make any press release or other public announcements, concerning this transaction, without the prior written approval of the other party and agreement to the form of the announcement, except as may be required by applicable laws or rules and regulation of any governmental agency or stock exchange. Purchaser shall keep the Sale Price and the terms of this Agreement confidential at all times, except with Seller's prior written consent or as may be required by applicable laws, rules or regulations.
(hi) All notices, consents, requests, instructions, approvals and other communications provided for herein shall be deemed to be validly given, made or served, if in writing and delivered personally or sent by courier service, telefax, telex, telex or certified mail to the address listed below: If to Seller: ▇▇▇▇▇▇▇▇ Petroleum Company ▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇▇▇▇▇ ▇:
A. ▇▇▇▇▇▇▇ Phone: ▇▇▇-(713) ▇▇▇-▇▇▇▇ FaxPhone: ▇▇▇-(214) ▇▇▇-▇▇▇▇ If to PurchaserTelefax: Skyline Resources, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ Phone: ▇▇▇-(713) ▇▇▇-▇▇▇▇ FaxTelefax: ▇▇▇-▇▇▇-▇▇▇▇ Slaterdome Gas, Inc. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ Attention: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Phone: ▇▇▇-▇▇▇-▇▇▇▇ Fax: ▇▇▇-(214) ▇▇▇-▇▇▇▇
(ij) This Agreement is specifically conditioned upon Seller receiving all waivers, consents, approvals, permits and authorizations and actions of third parties, including lessors' consents and waivers of preferential purchase rights, which by federal, state or local law, rule or regulation, agreement or by their inherent nature are required to be obtained to complete the purchase and sale contemplated herein. Seller shall notify all holders of such preferential rights and rights to consent to or approve assignment of all or any part of the Subject Assets of its intention to sell the portion of the Subject Assets affected thereby, and of such terms and conditions of this Agreement to which the holders of such rights are entitled. Seller shall promptly notify Purchaser if any preferential rights are exercised, any consents or approvals denied, or if the requisite period has elapsed without said rights having been exercised or consents or approvals having been received. Further, at Closing, the Sale Price shall be adjusted downward by the value allocated on Exhibit "DE" to any Subject Asset affected by the failure to obtain a consent or by the exercise of a preferential right and such Subject Asset shall be excluded from sale hereunder. Seller shall in its sole judgment determine whether there has been a valid exercise of a preferential right or failure to obtain a necessary consent related to a Property or Properties and shall not be liable for exclusion from sale of any such Property; provided, however, that if Seller determines to proceed with sale of such Property and Purchaser receives assignment of same at Closing then Purchaser shall indemnify, defend, and hold Seller harmless from any claim or cause of action asserted by any person who claims to have or to have exercised a preferential right or refusal of consent or approval related to the Propertyright.
(jk) WAIVER OF DECEPTIVE TRADE PRACTICES/CONSUMER RIGHTS. Purchaser hereby waives the provisions of the Texas Deceptive Trade Practices Act, Chapter 17, Subchapter E, Sections 17.41 through 17.63, inclusive, of the Texas Business and Commerce Code, a law that gives consumers special rights and protections. Purchaser acknowledges that Purchaser is not in a significantly disparate bargaining position in regard to this Agreement and the sale contemplated herein and that Purchaser has voluntarily consented to this waiver after consultation with an attorney of Purchaser's own selection.
(l) THE INDEMNIFICATION, RELEASE AND ASSUMPTION PROVISIONS PROVIDED FOR IN THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH IN SUB-ARTICLES IV (fIV(g), VII VII(b), (bc), (d), AND (g) AND ARTICLE VIII XI SHALL BE APPLICABLE WHETHER OR NOT THE LOSSES, COSTS, EXPENSES AND DAMAGES IN QUESTION AROSE SOLELY OR IN PART FROM THE GROSS, ACTIVE, PASSIVE OR CONCURRENT NEGLIGENCE, FAULT, OR STRICT LIABILITY OF THE INDEMNITEE OR OF ANY OTHER PERSON OR ENTITYINDEMNIFIED PARTY. INDEMNITIES AND RELEASES SHALL BE FOR THE BENEFIT OF EACH SELLER, INDIVIDUALLY AND SHALL EXTEND TO AND PROTECT THE INDEMNIFIED PARTY'S OFFICERS, EMPLOYEES, AND AGENTS.
(k) The parties agree that they will use the procedures outlined in Exhibit "E" attached hereto, to resolve disputes which may arise between them under this Agreement; provided, however, that this Article XII (k) and Exhibit "E" shall not apply to disputes related in any manner to indemnity or release obligations. It is further provided, notwithstanding the provisions of Exhibit "E" that either party may seek a restraining order, temporary injunction, or other provisional judicial relief if the party in its sole judgment believes that such action is necessary to avoid irreparable injury or to preserve the status quo, but parties will continue to participate in good faith in the procedures despite any such request for provisional relief.
(l) If any release, assumption or obligation or liability, or indemnity is held to be invalid or unenforceable, then the parties intend and agree that the remaining portion of such release, assumption, or indemnity shall remain in force and effect, modified to the minimum extent required to comply with applicable law for enforceability.
(m) The liability and obligations of Seller and Purchaser under each of their respective representations and covenants, including all indemnities, releases, and assumption of obligations contained in this Agreement shall survive Closing and execution and delivery of the assignments referenced herein and remain in force and effect.
(n) This Agreement constitutes the entire agreement between Seller and Purchaser with respect to the transactions contemplated herein, and supersedes all prior oral or written agreements, commitments, understandings, or information otherwise furnished by Seller to Purchaser with respect to such matters. No amendment shall be binding unless in writing and signed by representatives of both parties.
(o) This Agreement may be executed in counterparts, each of which shall be considered an original for all purposes, and the signature pages of which may be combined to form multiple original Agreements.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Cotton Valley Resources Corp)