Specific Conveyances. 9.1 In conjunction with Closing: (a) Enterra shall prepare at its cost and deliver to ▇▇▇ all or substantially all of the Specific Conveyances relating to leases of the Petroleum and Natural Gas Rights and will use commercially reasonably efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing Date; and (b) ▇▇▇ shall prepare at its cost and deliver to Enterra all or substantially all of the Specific Conveyances relating to leases of the ▇▇▇ Petroleum and Natural Gas Rights and will use commercially reasonable efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing Date. 9.2 The Parties acknowledge that some of the Title and Operating Documents, such as processing agreements and production sale contracts, may apply to properties that include properties owned by each of Enterra and ▇▇▇ after the Closing. In such instances the Parties shall make arrangements to replace any such Title and Operating Document with new documents specific to the properties for each of Enterra and ▇▇▇. Each Party agrees to execute and deliver such new documents or such other documents as may be required with respect to that matter; provided that the new document is similar in form and substance to the existing Title and Operating Document. 9.3 None of the Specific Conveyances shall confer or impose on a Party any greater right or obligation than contemplated in this Agreement. Subject to Section 0, Purchaser shall use all reasonable efforts to become, as soon as reasonably practicable following the execution of this Agreement, the recognized and beneficial holder of the Assets in the place and stead of Vendor, and shall, where Vendor is the registering party, promptly take whatever steps are necessary to verify those registrations. 9.4 Purchaser shall bear all costs, fees and deposits of every nature and kind incurred (whether by Vendor or Purchaser) in registering any Specific Conveyances and registering any further assurances required to convey the Assets to Purchaser. 9.5 Any transfer or assignment of Title and Operating Documents, including any replacement of a Title and Operating Document that may be required pursuant to Section 0, that requires notice to, consent from or other applicable action taken by a Third Party (including transfers of Permits requiring approvals of Government Authorities) shall not be transferred or assigned to Purchaser unless and until the notice or consent requirements have been satisfied or other applicable action has been taken. Each Party shall use commercially reasonable efforts, as to matters within its control, to satisfy those requirements for notice, consent or other applicable action as of the Closing, except for customary post-Closing consents. Without limiting the foregoing: (a) Vendor shall, on execution of this Agreement, serve all notices and request all consents required to permit the conveyance of the Assets to Purchaser without contravening any applicable rights; and shall request replacement of any Title and Operating Document with a new document that is only applicable to the Assets if that replacement is required pursuant to the circumstances described in Section 0; and (b) Purchaser shall furnish any cash deposits or security (including replacement letters or credit or guarantees) reasonably required to complete those transfers and assignments or as may be required in connection with the replacement of a Title and Operating Document in accordance with normal industry practices, the provisions of the Title and Operating Documents or Applicable Law after the applicable consent or approval has been obtained, notice has been given or other applicable action has been taken. If any such notice or consent requirement (other than customary post-Closing consents and consents that cannot be unreasonably withheld) is not satisfied or any applicable Title and Operating Document is not replaced in accordance with the foregoing as of the Closing, the Parties shall enter into alternative arrangements, including trust or agency arrangements. 9.6 Vendor shall be deemed to have been the agent of Purchaser for the period from the Effective Time to the Closing Date with respect to all operations and other activities relating to the Assets. Purchaser ratifies, adopts and confirms all lawful and reasonable actions which Vendor takes or refrains from taking as agent for Purchaser pursuant to the terms hereof. 9.7 Until Purchaser is novated into the Title and Operating Documents to which the Assets are subject and as long as Vendor holds Purchaser’s interests in any of the Assets including in any Title and Operating Document in trust or as agent for Purchaser or in some other manner, Vendor shall act as Purchaser’s agent to receive notices and information and serve notices as Purchaser reasonably and lawfully directs and shall carry out Purchaser’s instructions in relation to the maintenance and operation of the Assets, including any action in respect of any Title and Operating Agreement that Vendor holds in trust or as agent of Purchaser or in some other manner. Purchaser shall be liable to Vendor and shall, in addition to any other indemnities provided herein or in any Specific Conveyance, indemnify Vendor from and against, all losses, liabilities and claims suffered, sustained, paid or incurred by Vendor or made against it in relation to acts or omissions of Vendor in its capacity as agent of Purchaser under this Section 0 except to the extent such acts or omissions are caused by or result from Vendor’s gross negligence or willful misconduct. An act or omission will not be regarded as gross negligence or willful misconduct to the extent that it was done or omitted to be done in accordance with Purchaser’s instruction or concurrence.
Appears in 1 contract
Specific Conveyances. 9.1 In conjunction with Closing:
(a) Enterra shall prepare The Applicable Vendor, at its cost and deliver to ▇▇▇ all or substantially all of the Specific Conveyances relating to leases of the Petroleum and Natural Gas Rights and will own cost, shall use commercially reasonably efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing Date; and
(b) ▇▇▇ shall prepare at its cost and deliver to Enterra all or substantially all of the Specific Conveyances relating to leases of the ▇▇▇ Petroleum and Natural Gas Rights and will use commercially reasonable efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following to the Applicable Purchaser at the Closing Date.
9.2 The Parties acknowledge that some of the Title and Operating Documents, such Time as processing agreements and production sale contracts, may apply to properties that include properties owned by each of Enterra and ▇▇▇ after the Closing. In such instances the Parties shall make arrangements to replace any such Title and Operating Document with new documents specific to the properties for each of Enterra and ▇▇▇. Each Party agrees to execute and deliver such new documents or such other documents as may be required with respect to that matter; provided that the new document is similar in form and substance to the existing Title and Operating Document.
9.3 None many of the Specific Conveyances as it is reasonably practicable for the Applicable Vendor to prepare prior to the Closing Time. If and to the extent that any Specific Conveyances are not delivered by the Applicable Vendor to the Applicable Purchaser at the Closing Time, the Applicable Vendor shall confer or impose on a Party any greater right or obligation than contemplated in this Agreement. Subject prepare and deliver to Section 0, the Applicable Purchaser shall use all reasonable efforts to become, the remaining Specific Conveyances as soon as is reasonably practicable following after Closing.
(b) It shall not be necessary for any Specific Conveyances that are delivered by the Applicable Vendor at the Closing Time to have been executed prior to or at Closing by parties thereto, other than the Applicable Vendor itself and the Applicable Vendor's Affiliates.
(c) To the extent that the Applicable Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by the Applicable Vendor to the Applicable Purchaser whether at or after the Closing Time, as the case may be.
(d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of this Agreementsuch Specific Conveyances by the Applicable Purchaser, the recognized Applicable Vendor shall cooperate with the Applicable Purchaser and beneficial holder provide all reasonable assistance that the Applicable Purchaser may reasonably request in connection with the Applicable Purchaser's procurement of the Assets in execution of such Specific Conveyances by the place and stead of Vendor, and shall, where Vendor is the registering party, promptly take whatever steps are necessary to verify those registrationsThird Parties thereto.
9.4 (e) In respect of any Specific Conveyances that do not require execution by Third Parties, the Applicable Purchaser shall deliver such Specific Conveyances to the appropriate recipients thereof promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, execution by the Applicable Purchaser, including the registration with the appropriate Governmental Authorities of any such Specific Conveyances that require registration.
(f) The Applicable Purchaser shall bear all costs, fees and deposits of every nature and kind incurred (whether by Vendor or Purchaser) in distributing and registering any Specific Conveyances and registering in providing any further assurances or security required to convey convey, transfer and assign the Assets or the Purchaser Assets, as applicable, to Purchaserthe Applicable Purchaser and to have the Applicable Purchaser recognized as the holder thereof.
9.5 Any (g) If, for any reason: (A) any Governmental Authority (other than the AER); or (B) any other Third Party, requires the Applicable Purchaser to make a deposit, provide a letter of credit or other financial assurances, or to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval of the transfer or assignment of Title and Operating Documents, including any replacement of a Title and Operating Document that may be required pursuant to Section 0, that requires notice to, consent from or other applicable action taken by a Third Party (including transfers of Permits requiring approvals of Government Authorities) shall not be transferred or assigned to Purchaser unless and until the notice or consent requirements have been satisfied or other applicable action has been taken. Each Party shall use commercially reasonable efforts, as to matters within its control, to satisfy those requirements for notice, consent or other applicable action as of the Closing, except for customary post-Closing consents. Without limiting the foregoing:
(a) Vendor shall, on execution of this Agreement, serve all notices and request all consents required to permit the conveyance of the Assets to Purchaser without contravening or the Purchaser Assets to Vendor, then:
(i) as soon as reasonably practicable after receiving notice of such requirement, and in any event within ten (10) Business Days or such period as required by the applicable rights; Governmental Authority or other Third Party, and at its sole cost, the Applicable Purchaser shall request replacement make any such deposits, letters of any Title credit or other financial assurances, provide such undertakings, information or other documentation and Operating Document with a new document that is only applicable to take such action, as the Assets if that replacement is required pursuant to the circumstances described in Section 0case may be; and
(bii) if the Applicable Purchaser fails to make a deposit with any Governmental Authority (other than the AER) or such Third Party as required under Clause 5.3(g)(i) within the period referenced in Clause 5.3(g)(i), the Applicable Vendor shall have the right, but not the obligation, to make such deposit on behalf of the Applicable Purchaser and the Applicable Purchaser acknowledges and agrees that (A) the Applicable Vendor shall be the Applicable Purchaser's agent with full power and authority to make such deposit for and on behalf of the Applicable Purchaser, (B) the Applicable Purchaser shall furnish reimburse the Applicable Vendor for the amount of any cash deposits or security such deposit made by the Applicable Vendor and pay interest on the amount of such deposit at an annual rate equal to the Interest Rate plus five percent (including replacement letters or credit or guarantees5%) reasonably required from the date on which the Applicable Vendor paid the deposit to complete those transfers the date on which the reimbursement for such deposit and assignments or as payment of the corresponding interest is made in full and (C) in addition to all other rights that may be required available to the Applicable Vendor for the collection of such amounts from the Applicable Purchaser, the Applicable Vendor shall have the right to set-off the amount of any such deposit, including interest as provided in this Clause 5.3(g)(ii), against any monies payable by the Applicable Vendor to the Applicable Purchaser pursuant to this Agreement.
(h) The Parties agree that all Specific Conveyances to be delivered and/or executed in connection with this Agreement and the replacement transactions contemplated herein, except for records that create or transfer interests in land, guarantees, negotiable instruments, documents of a Title title and Operating Document in accordance with normal industry practices, the provisions such other documents excluded by section 7 of the Title and Operating Documents or Applicable Law after Electronic Transactions Act, RSA 2001, c E-5.5, as amended from time to time, may be executed by use of electronic signatures (the applicable consent or approval has been obtained, notice has been given or other applicable action has been taken"Electronic Signatures"). If any such notice or consent requirement (other than customary post-Closing consents and consents that cannot be unreasonably withheld) is not satisfied or any applicable Title and Operating Document is not replaced in accordance with the foregoing as of the Prior to Closing, the Parties shall enter exchange a listing of one another's individual representatives which listing shall include the subject individual's name, title and a sample Electronic Signature. The Electronic Signatures of the individuals set out in such listing and which appear on any Specific Conveyances shall be sufficient to cause such Specific Conveyances to be valid and binding obligations of the Party represented by such individual, without need for original signatures to appear thereon and shall be of the same legal effect, validity or enforceability as a manually executed signature. The Parties shall receive and use the Electronic Signatures solely for the purpose of embedding the same into alternative arrangements, including trust or agency arrangementsthe Specific Conveyances and for no other purpose whatsoever.
9.6 Vendor (i) The Parties agree that, notwithstanding anything to the contrary herein, this Clause 5.3 shall not apply to the AER Transfers, which shall be deemed to have been the agent of Purchaser for the period from the Effective Time to the Closing Date with respect to all operations and other activities relating to the Assets. Purchaser ratifies, adopts and confirms all lawful and reasonable actions which Vendor takes or refrains from taking as agent for Purchaser pursuant to the terms hereofgoverned by Clause 5.4.
9.7 Until Purchaser is novated into the Title and Operating Documents to which the Assets are subject and as long as Vendor holds Purchaser’s interests in any of the Assets including in any Title and Operating Document in trust or as agent for Purchaser or in some other manner, Vendor shall act as Purchaser’s agent to receive notices and information and serve notices as Purchaser reasonably and lawfully directs and shall carry out Purchaser’s instructions in relation to the maintenance and operation of the Assets, including any action in respect of any Title and Operating Agreement that Vendor holds in trust or as agent of Purchaser or in some other manner. Purchaser shall be liable to Vendor and shall, in addition to any other indemnities provided herein or in any Specific Conveyance, indemnify Vendor from and against, all losses, liabilities and claims suffered, sustained, paid or incurred by Vendor or made against it in relation to acts or omissions of Vendor in its capacity as agent of Purchaser under this Section 0 except to the extent such acts or omissions are caused by or result from Vendor’s gross negligence or willful misconduct. An act or omission will not be regarded as gross negligence or willful misconduct to the extent that it was done or omitted to be done in accordance with Purchaser’s instruction or concurrence.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Obsidian Energy Ltd.)
Specific Conveyances. 9.1 In conjunction with Closing:
(a) Enterra The Vendor shall prepare the Specific Conveyances at its sole cost and use reasonable commercial efforts to provide the Specific Conveyances for execution and delivery at Closing; provided that, subject to section 8.6, if and to the extent that any Specific Conveyances are not delivered by the Vendor to the Purchaser at the Closing Time, Vendor shall prepare and deliver the same to ▇▇▇ the Purchaser as soon as reasonably practicable after Closing, but in any event no later than thirty (30) Business Days following Closing and Purchaser shall promptly execute same. All Specific Conveyances that are prepared by the Vendor and delivered to the Purchaser at least two (2) days prior to the Closing Time shall be executed and delivered by the Parties at Closing. Forthwith after Closing, the Purchaser shall at its sole cost circulate and register, as the case may be, all Specific Conveyances and further assurances that by their nature may be circulated or substantially all registered, provided that to the extent electronic registration of the Specific Conveyances relating to leases of the Petroleum and Natural Gas Rights and will use commercially reasonably efforts to prepare at its cost and deliver all other Specific Conveyances is permitted by a Governmental Authority, within 30 days three (3) Business Days following the Closing Date; andTime, the Vendor shall at the Purchaser’s cost prepare and electronically submit an application to the appropriate Governmental Authority to effect such registration and the Purchaser shall electronically ratify and sign such application. Should any Governmental Authority deny any electronic application because of a misdescription or other minor deficiency in the application, the 1394-4822-6578.1 Vendor shall promptly correct the application and amend and re-submit such application for the electronic transfer and the Purchaser shall electronically ratify and confirm such application.
(b) ▇▇▇ shall prepare at its cost In respect of any Specific Conveyances that require execution by Third Parties promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor and deliver Purchaser shall, in addition to Enterra their obligations set forth in section 9.1(c), co-operate and provide all or substantially all reasonable assistance that either of them may reasonably request in connection with the procurement of the execution of such Specific Conveyances relating to leases of by the ▇▇▇ Petroleum parties thereto other than Vendor and Natural Gas Rights and will use commercially reasonable efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing DatePurchaser.
9.2 The Parties acknowledge that some of the Title and Operating Documents(c) For greater certainty, such as processing agreements and production sale contracts, may apply to properties that include properties owned by each of Enterra and ▇▇▇ after the Closing. In such instances the Parties shall make arrangements to replace any such Title and Operating Document with new documents specific to the properties for each of Enterra and ▇▇▇. Each Party agrees to execute and deliver such new documents or such other documents as may be required with respect to that matter; provided that the new document is similar in form and substance to the existing Title and Operating Document.
9.3 None none of the Specific Conveyances shall confer or impose on upon a Party any greater right or obligation than contemplated in this Agreement.
(d) With respect to the Paramount Well and Facility Licences, subject to section 4.3(e), the Parties acknowledge and agree that:
(i) Paramount shall prepare drafts of the Paramount LTA (saved, but not submitted) and provide same to Ovintiv no later than three (3) Business Days prior to the Closing Time. Ovintiv shall review same and provide any requested changes no later than the day on which Closing occurs;
(ii) Paramount shall electronically submit the Paramount LTA to the AER for approval of the transfer of the Paramount Well and Facility Licences not later than two (2) Business Days following Closing, and Ovintiv shall forthwith electronically ratify and accept such submission;
(iii) as a condition of transferring the Paramount Well and Facility Licenses, the AER is entitled to require transferors and transferees to demonstrate that they meet the requirements under Directive 067, Directive 088 and/or any other requirements imposed by the AER or other Governmental Authority respecting completion and approval of the Paramount LTA (including the payment of property taxes). Subject to Section 0section 4.3(d)(v), the Parties shall promptly, in accordance with section 4.3(d)(ii), submit to the AER such information as may be required or requested by the AER in connection with the approval of the Paramount LTA (with specific reference to the requirements of Directive 088) including, to the extent required or requested by the AER, asset management and closure plans, corporate and AER compliance history, status and progress of remediation of existing contaminated sites, financial statements and projections, reserves and net present value analysis and additional financial information;
(iv) Subject to subsection 4.3(d)(v), each Party shall, on a timely and continuing basis, keep each other Party fully apprised and informed regarding all communications it may have with the AER in connection with the Transaction, including all communications respecting the Paramount LTA; and 1394-4822-6578.1
(v) neither Party shall be required to provide the other Party with any correspondence or documents which are or contain confidential or sensitive information that is not directly related to the Paramount Assets.
(e) The Parties acknowledge and agree that prior to submitting the AER Well and Facility Licences applicable to the Restricted ▇▇▇▇▇ (each a “Restricted Licence”) to the AER for transfer in accordance with section 4.3(d), Paramount must either:
(i) acquire the petroleum and natural gas rights related to such Restricted Well by way of a Crown land sale; or
(ii) abandon the Restricted Well, (a “Corrective Action”). In the event a Corrective Action with respect to a Restricted Well is not completed prior to the submission of the Paramount LTA, the obligations of the Parties in section 4.3(d) with respect to the Restricted Licence applicable to such Restricted Well shall be delayed until a Corrective Action has been completed by Paramount for such Restricted Well. The costs of the abandonment of the Restricted ▇▇▇▇▇ shall be settled in accordance with section 7.1(a). The costs of the acquisition of petroleum and natural gas rights related to the Restricted ▇▇▇▇▇ shall be borne by Paramount. To the extent that the petroleum and natural gas rights related to a Restricted Well are acquired by Paramount:
(iii) prior to Closing, such petroleum and natural gas rights shall, for certainty, be deemed to form part of the Paramount Petroleum and Natural Gas Rights hereunder and will be sold to Ovintiv at Closing without adjustment to the Base Price (or for greater certainty the Adjusted Purchase Price);
(iv) following Closing, Paramount shall convey such petroleum and natural gas rights to Ovintiv in connection with the transfer of the Paramount Well and Facility Licences associated with such Restricted ▇▇▇▇▇ for no additional consideration.
(f) With respect to the Ovintiv Well and Facility Licences, the Parties acknowledge and agree that:
(i) Ovintiv shall prepare drafts of the Ovintiv LTA (saved, but not submitted) and provide same to Paramount no later than three (3) Business Days prior to the Closing Time. Paramount shall review same and provide any requested changes no later than the day on which Closing occurs;
(ii) Ovintiv shall electronically submit the Ovintiv LTA to the BCER for approval of the transfer of the Ovintiv Well and Facility Licences not later than two (2) Business Days following Closing, and Paramount shall forthwith electronically ratify and accept such submission;
(iii) Subject to section 4.3(f)(v), the Parties will promptly, in accordance with section 4.3(f)(ii): (A) respond to any request from the BCER for additional information, and if the BCER identifies any misdescription or deficiency in the submission the Parties will co-operate to correct such misdescription or - 38 - 1394-4822-6578.1 deficiency and to re-submit the submission; and (B) deliver or cause to be delivered, such additional information and documentation as may be requested by the BCER;
(iv) Subject to section 4.3(f)(v), each Party shall, on a timely and continuing basis, keep each other Party fully apprised and informed regarding all communications it may have with the BCER in connection with the Transaction, including all communications respecting the Ovintiv LTA; and
(v) neither Party shall be required to provide the other Party with any correspondence or documents which are or contain confidential or sensitive information that is not directly related to the Ovintiv Assets.
(g) If, for any reason, any Governmental Authority (including the AER or BCER, but for greater certainty excluding the responsible Minister under the Investment Canada Act) requires Vendor or Purchaser shall use all reasonable efforts to:
(i) make a security deposit (whether by way of cash, letter of credit or other financial assurance); or
(ii) provide any undertakings, information or other documentation or to becometake any action, in each case as a condition of or a prerequisite for the approval of the Paramount LTA or the Ovintiv LTA, the transfer of any other Permits relating to any of the Lands, ▇▇▇▇▇ and Tangibles or the transfer or assignment of any of the Assets, including any Title and Operating Documents to Purchaser, then, as soon as reasonably practicable following the execution after receiving notice of this Agreementsuch requirement, and in any event within five (5) Business Days, and at its sole cost, the recognized Party required to make such security deposit or provide such undertakings, information or other documentation or to take any action shall post such security deposit in the prescribed form, amount and beneficial holder manner, provide such undertakings, information or other documentation and take such action, as the case may be. If the Party required to post such security fails to do so within ten (10) Business Days of the Assets Governmental Authority’s notice, the other Party shall be entitled, but shall have no obligation, to provide same, in which event the place defaulting Party acknowledges and stead agrees that: (A) the other Party shall be the defaulting Party’s agent with full power and authority to make such deposit for and on behalf of Vendorthe defaulting Party; (B) the defaulting Party shall reimburse the other Party for the amount of any such deposit made by the other Party and pay interest on the amount of such deposit at an annual rate equal to the Prime Rate plus four percent (4%) per annum, calculated daily and shallcompounded monthly, where Vendor from the date on which the other Party paid the deposit to the date on which the reimbursement for such deposit and payment of the corresponding interest is the registering party, promptly take whatever steps are necessary to verify those registrations.
9.4 Purchaser shall bear all costs, fees made in full; and deposits of every nature and kind incurred (whether by Vendor or PurchaserC) in registering any Specific Conveyances and registering any further assurances required addition to convey the Assets to Purchaser.
9.5 Any transfer or assignment of Title and Operating Documents, including any replacement of a Title and Operating Document all other rights that may be required available to the other Party for the collection of such amounts from the defaulting Party, the other Party shall have the right to set-off the amount of any such deposit and interest as provided in this section 4.3(g)(i) against any monies payable by the other Party to the defaulting Party pursuant to Section 0, this Agreement. 1394-4822-6578.1
(h) The Parties agree that requires notice to, consent from or other applicable action taken by a Third Party (including transfers of Permits requiring approvals of Government Authorities) shall not all Specific Conveyances to be transferred or assigned to Purchaser unless delivered and/or executed in connection with Closing under this Agreement and until the notice or consent requirements have been satisfied or other applicable action has been taken. Each Party shall use commercially reasonable efforts, as to matters within its control, to satisfy those requirements for notice, consent or other applicable action as of the Closingtransactions contemplated herein, except for customary post-Closing consents. Without limiting the foregoing:
(a) Vendor shallGeneral Conveyance, on execution records that create or transfer interests in land or that are registrable at a Land Titles Office, documents of this Agreement, serve all notices title and request all consents required to permit the conveyance such other documents excluded by Section 7 of the Assets Electronic Transactions Act (Alberta), as amended from time to Purchaser without contravening any applicable rights; and time (the “ES Conveyance Documents”), shall request replacement be executed by use of any Title and Operating Document with a new document that is only applicable electronic signatures (the “Electronic Signatures”). Prior to the Assets if that replacement is required pursuant to the circumstances described in Section 0; and
(b) Purchaser shall furnish any cash deposits or security (including replacement letters or credit or guarantees) reasonably required to complete those transfers and assignments or as may be required in connection with the replacement of a Title and Operating Document in accordance with normal industry practices, the provisions of the Title and Operating Documents or Applicable Law after the applicable consent or approval has been obtained, notice has been given or other applicable action has been taken. If any such notice or consent requirement (other than customary post-Closing consents and consents that cannot be unreasonably withheld) is not satisfied or any applicable Title and Operating Document is not replaced in accordance with the foregoing as of the Closing, the Parties shall enter into alternative arrangementsexchange a listing of one another’s individual representatives which listing shall include the subject individual’s name, including trust or agency arrangements.
9.6 Vendor title and a sample Electronic Signature. The Electronic Signatures of the individuals set out in such listing and which appear on any ES Conveyance Documents shall be deemed sufficient to have been cause such ES Conveyance Documents to be valid and binding obligations of the agent Party represented by such individual, without need for original signatures to appear thereon and shall be of Purchaser the same legal effect, validity or enforceability as a manually executed signature. The Parties shall receive and use the Electronic Signatures solely for the period purpose of embedding the same into the ES Conveyance Documents and for no other purpose whatsoever, and neither Party shall be entitled to use Electronic Signatures of the other Party at any time after sixty (60) days from the Effective Time to the Closing Date with respect to all operations and other activities relating to the Assets. Purchaser ratifies, adopts and confirms all lawful and reasonable actions which Vendor takes or refrains from taking as agent for Purchaser pursuant to the terms hereofTime.
9.7 Until Purchaser is novated into the Title and Operating Documents to which the Assets are subject and as long as Vendor holds Purchaser’s interests in any of the Assets including in any Title and Operating Document in trust or as agent for Purchaser or in some other manner, Vendor shall act as Purchaser’s agent to receive notices and information and serve notices as Purchaser reasonably and lawfully directs and shall carry out Purchaser’s instructions in relation to the maintenance and operation of the Assets, including any action in respect of any Title and Operating Agreement that Vendor holds in trust or as agent of Purchaser or in some other manner. Purchaser shall be liable to Vendor and shall, in addition to any other indemnities provided herein or in any Specific Conveyance, indemnify Vendor from and against, all losses, liabilities and claims suffered, sustained, paid or incurred by Vendor or made against it in relation to acts or omissions of Vendor in its capacity as agent of Purchaser under this Section 0 except to the extent such acts or omissions are caused by or result from Vendor’s gross negligence or willful misconduct. An act or omission will not be regarded as gross negligence or willful misconduct to the extent that it was done or omitted to be done in accordance with Purchaser’s instruction or concurrence.
Appears in 1 contract
Specific Conveyances. 9.1 In conjunction with Closing:
(a) Enterra shall prepare Vendor, at its cost and deliver to ▇▇▇ all or substantially all of the Specific Conveyances relating to leases of the Petroleum and Natural Gas Rights and will use commercially reasonably efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing Date; and
(b) ▇▇▇ own cost, shall prepare at its cost and deliver to Enterra all or substantially all of the Specific Conveyances relating to leases of the ▇▇▇ Petroleum and Natural Gas Rights and will use commercially reasonable efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing Date.
9.2 The Parties acknowledge that some of the Title and Operating Documents, such as processing agreements and production sale contracts, may apply to properties that include properties owned by each of Enterra and ▇▇▇ after the Closing. In such instances the Parties shall make arrangements to replace any such Title and Operating Document with new documents specific to the properties for each of Enterra and ▇▇▇. Each Party agrees to execute and deliver such new documents or such other documents as may be required with respect to that matter; provided that the new document is similar in form and substance to the existing Title and Operating Document.
9.3 None of the Specific Conveyances prior to the Closing Time and to deliver the Specific Conveyances to Purchaser at the Closing Time, provided that, if and to the extent that any Specific Conveyances are not delivered by Vendor to Purchaser at the Closing Time, Vendor shall confer prepare and deliver to Purchaser the remaining Specific Conveyances as soon as is reasonably practicable after Closing, but in any event no later than 3 Business Days following Closing.
(b) It shall not be necessary for any Specific Conveyances that are delivered by Vendor at the Closing Time to have been executed prior to or impose on a Party at Closing by Purchaser, other than Vendor and its Affiliates, as applicable.
(c) To the extent that Purchaser is required to execute any greater right Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances by Vendor to Purchaser whether at or obligation after the Closing Time, as the case may be.
(d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor shall co-operate with Purchaser and provide all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's procurement of the execution of such Specific Conveyances by the parties thereto other than contemplated in this Agreement. Subject to Section 0Vendor and Purchaser.
(e) In respect of any Specific Conveyances that do not require execution by Third Parties, Purchaser shall use all reasonable efforts deliver such Specific Conveyances to becomethe appropriate recipients thereof promptly after Closing or the delivery of such Specific Conveyances after Closing, as soon as reasonably practicable following the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of this Agreement, the recognized and beneficial holder of the Assets in the place and stead of Vendor, and shall, where Vendor is the registering party, promptly take whatever steps are necessary to verify those registrationsany such Specific Conveyances that require registration.
9.4 (f) Purchaser shall bear all costs, fees and deposits of every nature and kind incurred (whether by Vendor or Purchaser) in distributing and registering any Specific Conveyances and registering subject to Subclauses 4.3(h) and 4.3(i) in providing any further assurances or security required to convey convey, transfer and assign the Assets to Purchaser and to have Purchaser recognized as the holder thereof.
(g) Notwithstanding the forgoing in this Clause 4.3, in the case of any Specific Conveyances that are transfers of Permits or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, promptly following Closing, Vendor shall submit electronic transfers for such Permits and Crown leases and Purchaser shall accept such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith determines or believes that any of the electronic transfers are not complete and accurate, or the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as reasonably practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept such electronic transfers from Vendor without delay.
(h) If, for any reason, the AER or any other Governmental Authority or any other Third Party requires any Party (hereinafter referred to as "Such Party" in this and the next Subclause) to make a deposit, to provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval of the transfer of any Permits or the transfer or assignment of any of the Assets to Purchaser, immediately after receiving notice of such requirements and at its sole cost, Such Party shall make such deposits, provide such undertakings, information or other documentation and take such action, as the case may be.
9.5 Any transfer (i) If Such Party fails to make a deposit with the AER, other Governmental Authority or assignment other Third Party as provided under Subclause 4.3(h) within 5 days of Title Such Party's receipt of notification that such deposit is required, the other Party (hereinafter referred to as the "Other Party" in this Subclause), shall have the right, but not the obligation, to make such deposit on behalf of Such Party and Operating Documents, including Such Party acknowledges and agrees that the Other Party shall be Such Party's agent with full power and authority to make such deposit for and on behalf of Such Party. Such Party shall reimburse the Other Party for the amount of any replacement such deposit made by the Other Party and pay interest on the amount of a Title such deposit at an annual rate equal to the Prime Rate plus one percentage point from the date on which the Other Party paid the deposit to the date on which the reimbursement for such deposit and Operating Document payment of the corresponding interest is made in full. In addition to all other rights that may be required available to the Other Party for the collection of such amounts from Such Party, the Other Party shall have the right to set-off the amount of any such deposit, including interest as provided in this Subclause 4.3(i), against any monies payable by the Other Party to Such Party pursuant to Section 0, that requires notice to, consent from or other applicable action taken by a Third Party (including transfers of Permits requiring approvals of Government Authorities) shall not be transferred or assigned to Purchaser unless and until the notice or consent requirements have been satisfied or other applicable action has been taken. Each Party shall use commercially reasonable efforts, as to matters within its control, to satisfy those requirements for notice, consent or other applicable action as of the Closing, except for customary post-Closing consents. Without limiting the foregoing:
(a) Vendor shall, on execution of this Agreement, serve all notices and request all consents required to permit the conveyance of the Assets to Purchaser without contravening any applicable rights; and shall request replacement of any Title and Operating Document with a new document that is only applicable to the Assets if that replacement is required pursuant to the circumstances described in Section 0; and
(b) Purchaser shall furnish any cash deposits or security (including replacement letters or credit or guarantees) reasonably required to complete those transfers and assignments or as may be required in connection with the replacement of a Title and Operating Document in accordance with normal industry practices, the provisions of the Title and Operating Documents or Applicable Law after the applicable consent or approval has been obtained, notice has been given or other applicable action has been taken. If any such notice or consent requirement (other than customary post-Closing consents and consents that cannot be unreasonably withheld) is not satisfied or any applicable Title and Operating Document is not replaced in accordance with the foregoing as of the Closing, the Parties shall enter into alternative arrangements, including trust or agency arrangements.
9.6 Vendor shall be deemed to have been the agent of Purchaser for the period from the Effective Time to the Closing Date with respect to all operations and other activities relating to the Assets. Purchaser ratifies, adopts and confirms all lawful and reasonable actions which Vendor takes or refrains from taking as agent for Purchaser pursuant to the terms hereof.
9.7 Until Purchaser is novated into the Title and Operating Documents to which the Assets are subject and as long as Vendor holds Purchaser’s interests in any of the Assets including in any Title and Operating Document in trust or as agent for Purchaser or in some other manner, Vendor shall act as Purchaser’s agent to receive notices and information and serve notices as Purchaser reasonably and lawfully directs and shall carry out Purchaser’s instructions in relation to the maintenance and operation of the Assets, including any action in respect of any Title and Operating Agreement that Vendor holds in trust or as agent of Purchaser or in some other manner. Purchaser shall be liable to Vendor and shall, in addition to any other indemnities provided herein or in any Specific Conveyance, indemnify Vendor from and against, all losses, liabilities and claims suffered, sustained, paid or incurred by Vendor or made against it in relation to acts or omissions of Vendor in its capacity as agent of Purchaser under this Section 0 except to the extent such acts or omissions are caused by or result from Vendor’s gross negligence or willful misconduct. An act or omission will not be regarded as gross negligence or willful misconduct to the extent that it was done or omitted to be done in accordance with Purchaser’s instruction or concurrence.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement
Specific Conveyances. 9.1 In conjunction with Closing:
(a) Enterra Vendor shall prepare at its cost and deliver to ▇▇▇ all or substantially all of the Specific Conveyances relating to leases of the Petroleum and Natural Gas Rights and will use commercially reasonably efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing Date; and
(b) ▇▇▇ shall prepare at its cost and deliver to Enterra all or substantially all cost, none of the Specific Conveyances relating to leases of the ▇▇▇ Petroleum and Natural Gas Rights and will use commercially reasonable efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing Date.
9.2 The Parties acknowledge that some of the Title and Operating Documents, such as processing agreements and production sale contracts, may apply to properties that include properties owned by each of Enterra and ▇▇▇ after the Closing. In such instances the Parties shall make arrangements to replace any such Title and Operating Document with new documents specific to the properties for each of Enterra and ▇▇▇. Each Party agrees to execute and deliver such new documents or such other documents as may be required with respect to that matter; provided that the new document is similar in form and substance to the existing Title and Operating Document.
9.3 None of the Specific Conveyances which shall confer or impose on upon a Party any greater right or obligation than contemplated in this Agreement. Subject Vendor shall use its reasonable best efforts to Section 0prepare and deliver the Specific Conveyances at Closing, however, the Parties acknowledge that certain of the Specific Conveyances may not be prepared and delivered until after the Closing Time. Vendor shall prepare and deliver for execution by Purchaser all of the Specific Conveyances on or before ninety (90) days following the Closing Time. Any Specific Conveyances that are prepared and circulated to Purchaser a reasonable time prior to the Closing Time shall be executed and delivered by the Parties at Closing. Forthwith after full execution of all Specific Conveyances, Vendor shall have the option of circulating and registering, as the case may be, all Specific Conveyances that by their nature may be circulated or registered and Purchaser shall use all reasonable efforts to become, as soon as reasonably practicable following the execution of this Agreement, the recognized and beneficial holder of the Assets in the place and stead of Vendor, and shall, where Vendor is the registering party, promptly take whatever steps are necessary to verify those registrationsbe responsible for any registration costs.
9.4 Purchaser shall bear all costs, fees and deposits of every nature and kind incurred (whether by Vendor or Purchaser) in registering any Specific Conveyances and registering any further assurances required to convey the Assets to Purchaser.
9.5 Any transfer or assignment of Title and Operating Documents, including any replacement of a Title and Operating Document that may be required pursuant to Section 0, that requires notice to, consent from or other applicable action taken by a Third Party (including transfers of Permits requiring approvals of Government Authorities) shall not be transferred or assigned to Purchaser unless and until the notice or consent requirements have been satisfied or other applicable action has been taken. Each Party shall use commercially reasonable efforts, as to matters within its control, to satisfy those requirements for notice, consent or other applicable action as of the Closing, except for customary post-Closing consents. Without limiting the foregoing:
(a) Vendor shall, on execution of this Agreement, serve all notices and request all consents required to permit the conveyance of the Assets to Purchaser without contravening any applicable rights; and shall request replacement of any Title and Operating Document with a new document that is only applicable to the Assets if that replacement is required pursuant to the circumstances described in Section 0; and
(b) Purchaser shall furnish any cash deposits or security (including replacement letters or credit or guarantees) reasonably required to complete those transfers and assignments or as may be required in connection with the replacement of a Title and Operating Document in accordance with normal industry practices, the provisions of the Title and Operating Documents or Applicable Law after the applicable consent or approval has been obtained, notice has been given or other applicable action has been taken. If any such notice or consent requirement (other than customary post-At Closing consents and consents that cannot be unreasonably withheld) is not satisfied or any applicable Title and Operating Document is not replaced in accordance with the foregoing as of the Closing, the Parties shall enter into alternative arrangements, including a mutually agreeable form of trust agreement for the Coal Bed Methane or agency arrangementsa portion thereof whereunder Purchaser shall hold the Coal Bed Methane in trust for Vendor.
9.6 Vendor (c) The Parties shall be deemed to have been the agent of Purchaser for the period from the Effective Time enter into a mutually acceptable compression agreement by Closing relative to the Closing Date ▇▇▇▇▇▇▇▇▇▇ Compressor forming a part of the Excluded Assets, in order to ensure that Purchaser is able to use the compressor for a favourable fee in relation to any ▇▇▇▇▇ that are currently tied in to the subject compressor.
(d) Each of the Parties agrees to use reasonable commercial efforts to resolve any issues that arise as a result of the sale of the Assets with respect to all operations and other activities relating to the Assets. Purchaser ratifiessharing of certain common facilities, adopts and confirms all lawful and reasonable actions if any, which Vendor takes or refrains from taking as agent for Purchaser pursuant to the terms hereof.
9.7 Until Purchaser is novated into the Title and Operating Documents to which the Assets are subject and as long as Vendor holds Purchaser’s interests in any each of the Assets including in any Title and Operating Document in trust or as agent for Purchaser or in some other manner, Vendor shall act as Purchaser’s agent to receive notices and information and serve notices as Purchaser reasonably and lawfully directs and shall carry out Purchaser’s instructions in relation to the maintenance and operation of the Assets, including any action in respect of any Title and Operating Agreement that Vendor holds in trust or as agent of Purchaser or in some other manner. Purchaser shall be liable to Vendor and shall, in addition to any other indemnities provided herein or in any Specific Conveyance, indemnify Vendor from the Purchaser require for its operations at and against, all losses, liabilities and claims suffered, sustained, paid or incurred by Vendor or made against it in relation to acts or omissions of Vendor in its capacity as agent of Purchaser under this Section 0 except to after the extent such acts or omissions are caused by or result from Vendor’s gross negligence or willful misconduct. An act or omission will not be regarded as gross negligence or willful misconduct to the extent that it was done or omitted to be done in accordance with Purchaser’s instruction or concurrenceClosing Time.
Appears in 1 contract
Specific Conveyances. 9.1 In conjunction with Closing:
(a) Enterra Vendor, at its own cost, shall prepare the Specific Conveyances a reasonable time prior to Closing and shall provide same for Purchaser's review and comment. All such Specific Conveyances shall be executed by Vendor and delivered to Purchaser at its cost the Closing Time, provided that, if and to the extent that any Specific Conveyances are not delivered by Vendor to Purchaser at the Closing Time, Vendor shall prepare and deliver to ▇▇▇ all or substantially all of Purchaser the remaining Specific Conveyances relating to leases of the Petroleum and Natural Gas Rights and will use commercially as soon as is reasonably efforts to prepare at its cost and deliver all other Specific Conveyances within 30 days following the Closing Date; andpracticable after Closing.
(b) ▇▇▇ It shall prepare not be necessary for any Specific Conveyances that are delivered by Vendor at its cost the Closing Time to have been executed prior to or at Closing by parties thereto other than Vendor itself.
(c) To the extent that Purchaser is required to execute any Specific Conveyances, it shall do so promptly after the delivery of such Specific Conveyances whether at or after the Closing Time, as the case may be.
(d) In respect of any Specific Conveyances that require execution by Third Parties, promptly after Closing or the delivery of such Specific Conveyances after Closing, as the case may be, and, if necessary, the execution of such Specific Conveyances by Purchaser, Vendor shall co-operate with Purchaser and deliver to Enterra provide all or substantially all reasonable assistance that Purchaser may reasonably request in connection with Purchaser's procurement of the execution of such Specific Conveyances relating to leases by the parties thereto other than Vendor and Purchaser.
(e) In respect of the ▇▇▇ Petroleum and Natural Gas Rights and will use commercially reasonable efforts to prepare at its cost and deliver all other any Specific Conveyances within 30 days following the Closing Date.
9.2 The Parties acknowledge that some of the Title and Operating Documents, such as processing agreements and production sale contracts, may apply to properties that include properties owned do not require execution by each of Enterra and ▇▇▇ after the Closing. In such instances the Parties shall make arrangements to replace any such Title and Operating Document with new documents specific to the properties for each of Enterra and ▇▇▇. Each Party agrees to execute and deliver such new documents or such other documents as may be required with respect to that matter; provided that the new document is similar in form and substance to the existing Title and Operating Document.
9.3 None of the Specific Conveyances shall confer or impose on a Party any greater right or obligation than contemplated in this Agreement. Subject to Section 0Third Parties, Purchaser shall use all reasonable efforts deliver such Specific Conveyances to becomethe appropriate recipients thereof promptly after Closing or the delivery of such Specific Conveyances after Closing, as soon as reasonably practicable following the case may be, and, if necessary, execution by Purchaser, including the registration with the appropriate Governmental Authorities of this Agreement, the recognized and beneficial holder of the Assets in the place and stead of Vendor, and shall, where Vendor is the registering party, promptly take whatever steps are necessary to verify those registrationsany such Specific Conveyances that require registration.
9.4 (f) Purchaser shall bear all costs, fees and deposits of every nature and kind incurred (whether by Vendor or Purchaser) in distributing and registering any Specific Conveyances and registering in providing any further assurances or security required to convey convey, transfer and assign the Assets to Purchaser and to have Purchaser recognized as the holder thereof.
(g) Notwithstanding the forgoing in this Clause 4.3, in the case of any Specific Conveyances that are Permit or Crown lease transfers which may be filed electronically with the applicable Governmental Authority, Vendor shall provide draft (saved but not submitted) copies of same to Purchaser at least fourteen (14) days prior to Closing. Purchaser shall provide any comments regarding same no later than five (5) days prior to Closing. Promptly following Closing, Vendor shall submit electronic transfers for such Permits and Crown leases and Purchaser shall accept (or shall cause its nominee to take such action to accept) such electronic transfers from Vendor without delay, provided that, if Purchaser in good faith determines or believes that any of the electronic transfers are not complete and accurate, or the applicable Governmental Authority refuses to process any such transfers because of some defect therein, the Parties shall cooperate to duly complete or to correct such incomplete or inaccurate electronic transfers as soon as practicable and, thereafter, Vendor shall promptly re-submit such electronic transfers and Purchaser shall accept (or shall cause its nominee to take any action required to accept) such electronic transfers from Vendor without delay.
(h) If, for any reason, ERCB or any other Third Party requires Purchaser or its nominee to make a deposit, provide any undertakings, information or other documentation or to take any action as a condition of or a prerequisite for the approval the transfer of any Permits or the transfer or assignment of any of the Assets to Purchaser, immediately after receiving notice of such requirements and at its sole cost, Purchaser shall make such deposits, provide such undertakings, information or other documentation and take such action, as the case may be.
9.5 Any transfer (i) If Purchaser fails to make a deposit with ERCB or assignment any other Third Party as provided under Clause 4.3(h) within five (5) days of Title Purchaser's receipt of notification that such deposit is required, Vendor shall have the right, but not the obligation, to make such deposit on behalf of Purchaser and Operating Documents, including Purchaser acknowledges and agrees that Vendor shall be Purchaser's agent with full power and authority to make such deposit for and on behalf of Purchaser. Purchaser shall reimburse Vendor for the amount of any replacement such deposit made by Vendor and pay interest on the amount of a Title such deposit at an annual rate equal to the Prime Rate from the date on which Vendor paid the deposit to the date on which the reimbursement for such deposit and Operating Document payment of the corresponding interest is made in full. In addition to all other rights that may be required pursuant available to Section 0Vendor for the collection of such amounts from Purchaser, that requires notice to, consent from or other applicable action taken by a Third Party (including transfers of Permits requiring approvals of Government Authorities) Vendor shall not be transferred or assigned have the right to Purchaser unless and until set-off the notice or consent requirements have been satisfied or other applicable action has been taken. Each Party shall use commercially reasonable efforts, as to matters within its control, to satisfy those requirements for notice, consent or other applicable action as of the Closing, except for customary post-Closing consents. Without limiting the foregoing:
(a) Vendor shall, on execution of this Agreement, serve all notices and request all consents required to permit the conveyance of the Assets to Purchaser without contravening any applicable rights; and shall request replacement amount of any Title and Operating Document with a new document that is only applicable to the Assets if that replacement is required pursuant to the circumstances described in Section 0; and
(b) Purchaser shall furnish any cash deposits or security (including replacement letters or credit or guarantees) reasonably required to complete those transfers and assignments or as may be required in connection with the replacement of a Title and Operating Document in accordance with normal industry practices, the provisions of the Title and Operating Documents or Applicable Law after the applicable consent or approval has been obtained, notice has been given or other applicable action has been taken. If any such notice or consent requirement (other than customary post-Closing consents and consents that cannot be unreasonably withheld) is not satisfied or any applicable Title and Operating Document is not replaced in accordance with the foregoing as of the Closing, the Parties shall enter into alternative arrangementsdeposit, including trust or agency arrangements.
9.6 interest as provided in this Clause 4.3(i), against any monies payable by Vendor shall be deemed to have been the agent of Purchaser for the period from the Effective Time to the Closing Date with respect to all operations and other activities relating to the Assets. Purchaser ratifies, adopts and confirms all lawful and reasonable actions which Vendor takes or refrains from taking as agent for Purchaser pursuant to the terms hereofthis Agreement.
9.7 Until Purchaser is novated into the Title and Operating Documents to which the Assets are subject and as long as Vendor holds Purchaser’s interests in any of the Assets including in any Title and Operating Document in trust or as agent for Purchaser or in some other manner, Vendor shall act as Purchaser’s agent to receive notices and information and serve notices as Purchaser reasonably and lawfully directs and shall carry out Purchaser’s instructions in relation to the maintenance and operation of the Assets, including any action in respect of any Title and Operating Agreement that Vendor holds in trust or as agent of Purchaser or in some other manner. Purchaser shall be liable to Vendor and shall, in addition to any other indemnities provided herein or in any Specific Conveyance, indemnify Vendor from and against, all losses, liabilities and claims suffered, sustained, paid or incurred by Vendor or made against it in relation to acts or omissions of Vendor in its capacity as agent of Purchaser under this Section 0 except to the extent such acts or omissions are caused by or result from Vendor’s gross negligence or willful misconduct. An act or omission will not be regarded as gross negligence or willful misconduct to the extent that it was done or omitted to be done in accordance with Purchaser’s instruction or concurrence.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Advantage Oil & Gas Ltd.)