Common use of THIRD PARTY RIGHTS AND CONSENTS Clause in Contracts

THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to and following Closing, at the request of the Purchaser, Vendor shall use reasonable efforts to obtain and deliver to the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for. (b) Within one (1) Business Day following the execution of this Agreement by the Parties, the Vendor shall advise the Purchaser which of the Assets that the Vendor is aware are subject to Preferential Rights. On or before July 18, 2005, the Purchaser shall advise the Vendor in writing of its bona fide allocations of value for such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide and reasonable, the Vendor shall comply with the applicable provisions of such Preferential Rights and shall, on or before July 22, 2005, serve notices to the Third Parties (and Purchaser if applicable) holding such Preferential Rights, such notices to be in a form acceptable to the Purchaser acting reasonably, using the bona fide allocations of the Purchaser. All such notices shall include a request for a waiver of the Preferential Rights held. In the event the Vendor is not satisfied that the allocations of value made by the Purchaser are bona fide and reasonable, the Vendor and Purchaser shall forthwith meet in good faith to discuss the issue. If, after such a meeting, the Vendor and Purchaser are not able to agree upon the value of Assets affected by Preferential Rights, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16. (c) The Vendor shall notify the Purchaser in writing forthwith upon the exercise or waiver, on or before the Closing Date, if any, of any Preferential Rights held by a Third Party, provided however, the Parties acknowledge that the time period in which Third Parties may elect to exercise certain Preferential Rights may not expire until after the Closing Date. The following shall apply with respect to Preferential Rights: (i) Notwithstanding the exercise of a Preferential Right prior to the Closing Date, the Parties shall proceed with Closing on the Closing Date and the definition of the Assets shall not be amended as a result of the exercise of any Preferential Right; (ii) after Closing on the Closing Date, the Purchaser, as agent for the Partnership, shall cause the Partnership to forthwith assign and convey such Assets in which a Preferential Right has been exercised (whether by notice received before or after the Closing Date), utilizing the values determined in accordance with Clause 7(b), to such Third Party and the cash proceeds shall be received and retained by the Partnership after Closing; and (iii) the Purchase Price payable by the Purchaser to the Vendor, pursuant to and in accordance with the terms and conditions of this Agreement, shall not be adjusted for any Assets assigned and conveyed to a Third Party pursuant to the exercise of any Preferential Right (whether by notice received before or after the Closing Date). (d) In the event the value of the Assets subject to Preferential Rights which have been exercised or for which material consent has not been received seven (7) Business Days prior to the Closing Date exceeds [***] of the Purchase Price, then the Purchaser may terminate this Agreement by written notice to the Vendor. In the event that Purchaser does not provide such notice to terminate this Agreement on or before five (5) Business Days prior to the Closing Date, the Purchaser shall be deemed to have waived its right to terminate this Agreement and shall proceed with Closing on the Closing Date without any adjustment to the Assets and the Purchase Price. In the event that the Purchaser has elected to terminate this Agreement as provided herein, Clause 14 shall apply. (e) Notwithstanding anything contained herein, Purchaser and the Partnership jointly and severally will: (i) be liable to the Vendor for its Losses and Liabilities; and, in addition, (ii) indemnify and hold harmless the Vendor and each of its directors, officers, servants, agents and employees from and against all Losses and Liabilities; incurred by Vendor as a result of or in any way relating to any Preferential Right including, without limitation, the failure of the Purchaser, as agent for the Partnership, to subsequently convey any Assets subject to Preferential Rights to any Third Party in accordance with Clause 7(c)(ii) and all third party costs incurred by Vendor, Vendor’s cost of insurance attributable to such activities, any claims of Third Parties, that portion of Vendor’s costs attributable to overhead associated with such activities, and any goods and services tax applicable thereto in accordance with the Excise Tax Act (Canada). The provisions of this Clause 7 shall survive the Closing Date for the benefit of the Vendor.

THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to and following Closing, at the request It is understood by Purchaser that certain of the Purchaser, Vendor shall use reasonable efforts Interests are or may be subject to obtain and deliver to the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for. (b) Within one (1) Business Day following the execution preferential purchase rights, rights of this Agreement by the Parties, the Vendor shall advise the Purchaser which first refusal and similar option rights in third parties to purchase a part of the Assets that Interests (collectively, "PREFERENTIAL RIGHTS") or (2) lessors' approvals or other consents to transfer any part of the Vendor is aware are Interests (other than governmental approvals and other consents routinely acquired after a transfer, including the non-transferability requirement of any license, permit, right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer of ownership) (collectively, "CONSENTS TO ASSIGN"). This Agreement shall be subject to Preferential Rights. On or before July 18, 2005, the Purchaser shall advise the Vendor in writing of its bona fide allocations of value for such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide terms and reasonable, the Vendor shall comply with the applicable provisions conditions of such Preferential Rights and shallConsents to Assign. Seller shall use its best efforts to notify the holders of such Preferential Rights of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such properties. If any third party exercises a valid Preferential Right, on or before July 22, 2005, serve notices the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the Third Parties (and affected properties. Seller shall promptly notify Purchaser if applicable) holding such Preferential Rights, such notices to be in a form acceptable to the Purchaser acting reasonably, using the bona fide allocations of the Purchaser. All such notices shall include a request for a waiver of the Preferential Rights held. In the event the Vendor is not satisfied that the allocations of value made by the Purchaser are bona fide and reasonable, the Vendor and Purchaser shall forthwith meet in good faith to discuss the issue. If, after such a meeting, the Vendor and Purchaser are not able to agree upon the value of Assets affected by Preferential Rights, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16. (c) The Vendor shall notify the Purchaser in writing forthwith upon the exercise or waiver, on or before the Closing Date, if any, of any Preferential Rights held by a Third Party, provided however, the Parties acknowledge that the time period in which Third Parties may elect to exercise certain Preferential Rights may not expire until after the Closing Date. The following shall apply with respect to Preferential Rights: (i) Notwithstanding the exercise of a Preferential Right prior to the Closing Date, the Parties shall proceed with Closing on the Closing Date and the definition of the Assets shall not be amended as a result of the exercise of any Preferential Right; (ii) after Closing on Right and of the Closing Date, the Purchaser, as agent for the Partnership, shall cause the Partnership to forthwith assign and convey such Assets in lapse of any applicable period of time within which a Preferential Right has been exercised (whether by notice received before or after the Closing Date), utilizing the values determined in accordance with Clause 7(b), must be exercised. Seller shall attempt to such Third Party and the cash proceeds shall be received and retained by the Partnership after Closing; and (iii) the Purchase Price payable by the Purchaser satisfy all Consent to the Vendor, pursuant to and in accordance with the terms and conditions of this Agreement, shall not be adjusted for any Assets assigned and conveyed to a Third Party pursuant to the exercise of any Preferential Right (whether by notice received before or after the Closing Date). (d) In the event the value of the Assets subject to Preferential Rights which have been exercised or for which material consent has not been received seven (7) Business Days prior to the Closing Date exceeds [***] of the Purchase Price, then the Purchaser may terminate this Agreement by written notice to the Vendor. In the event that Purchaser does not provide such notice to terminate this Agreement on or before five (5) Business Days Assign prior to the Closing Date. If a Consent to Assign is not obtained, then the Purchaser affected properties shall be deemed to have waived its right to terminate this Agreement excluded from the Interests and shall proceed with Closing on the Closing Date without any adjustment Sale Price reduced by (1) the amount EXHIBIT 10.20 allocated to the Assets affected properties, if the Consent to Assign prohibits the transfer of an oil and the Purchase Price. In the event that the Purchaser has elected to terminate this Agreement as provided hereingas lease, Clause 14 shall apply. (e) Notwithstanding anything contained hereininterest in a unit, Purchaser and the Partnership jointly and severally will: (i) be liable to the Vendor for its Losses and Liabilities; andor other property, in addition, or (ii) indemnify in any other case, an amount mutually agreed to by Purchaser and hold harmless Seller required to replace any material part of the Vendor Interests necessary for the continued production and each sale of its directorshydrocarbons from the Interests, officers, servants, agents and employees from and against all Losses and Liabilities; incurred by Vendor as a result of or in any way relating to any Preferential Right including, without limitation, the failure of event the Purchaser, as agent for the Partnership, to subsequently convey any Assets subject to Preferential Rights to any Third Party in accordance with Clause 7(c)(ii) and all third party costs incurred by Vendor, Vendor’s cost of insurance attributable parties cannot agree to such activitiesamount, any claims of Third Parties, that portion of Vendor’s costs attributable then the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to overhead associated with such activities, and any goods and services tax applicable thereto in accordance with the Excise Tax Act (Canada). The provisions of this Clause 7 shall survive the Closing Date for the benefit of the Vendoraffected properties.

THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to and following Closing, at the request It is understood by Purchaser that certain of the Purchaser, Vendor shall use reasonable efforts Interests are or may be subject to obtain and deliver to the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for. (b) Within one (1) Business Day following the execution preferential purchase rights, rights of this Agreement by the Parties, the Vendor shall advise the Purchaser which first refusal and similar option rights in third parties to purchase a part of the Assets that Interests (collectively, "Preferential Rights") or (2) lessors' approvals or other consents to transfer any part of the Vendor is aware are Interests (other than governmental approvals and other consents routinely acquired after a transfer, including the non-transferability requirement of any license, permit, right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer of ownership) (collectively, "Consents to Assign"). This Agreement shall be subject to Preferential Rights. On or before July 18, 2005, the Purchaser shall advise the Vendor in writing of its bona fide allocations of value for such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide terms and reasonable, the Vendor shall comply with the applicable provisions conditions of such Preferential Rights and shall, on or before July 22, 2005, serve notices Consents to the Third Parties (and Purchaser if applicable) holding such Preferential Rights, such notices to be in a form acceptable to the Purchaser acting reasonably, using the bona fide allocations of the PurchaserAssign. All such notices shall include a request for a waiver of the Preferential Rights held. In the event the Vendor is not satisfied that the allocations of value made by the Purchaser are bona fide and reasonable, the Vendor and Purchaser shall forthwith meet in good faith to discuss the issue. If, after such a meeting, the Vendor and Purchaser are not able to agree Immediately upon the value execution of Assets affected by Preferential Rightsthis Agreement, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16. (c) The Vendor Seller shall notify the Purchaser in writing forthwith upon holders of such Preferential Rights of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such property as shown on Exhibit "D". Seller shall use commercially reasonable efforts to obtain all Consents to Assign and waivers of Preferential Rights (or the exercise or waiver, on or before the Closing Date, if any, of thereof). If any third party exercises a valid Preferential Rights held by a Third Party, provided howeverRight, the Parties acknowledge that affected properties shall be excluded from the time period in which Third Parties may elect to exercise certain Preferential Rights may not expire until after Interests and the Closing Date. The following shall apply with respect to Preferential Rights: (i) Notwithstanding Sale Price reduced by the exercise of a Preferential Right prior amount allocated to the Closing Date, the Parties affected properties. Seller shall proceed with Closing on the Closing Date and the definition of the Assets shall not be amended as a result promptly notify Purchaser of the exercise of any Preferential Right; Right and of the lapse of any applicable period of time within which a Preferential Right must be exercised. If a Consent to Assign is not obtained, then the affected properties shall be excluded from the Interests and the Sale Price reduced by (i) the amount allocated to the affected properties as shown on Exhibit "D" or "E", if the Consent to Assign prohibits the transfer of an oil and gas lease, interest in a unit, or other property, or (ii) in any other case, an amount mutually agreed to by Purchaser and Seller required to replace any material part of the Interests necessary for the continued production and sale of hydrocarbons from the Interests, or in the event the parties cannot agree to such amount, then the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the affected properties. In cases in which the Consent to Assign relates to a Contract and the Contract is not transferred to Purchaser at Closing due to the unobtained or unwaived consent requirement, Purchaser, with Seller's full reasonable cooperation, shall continue after Closing on to use commercially reasonable efforts to obtain such consent so that such Contract can be transferred to Purchaser upon receipt of the consent. If an unsatisfied consent requirement with respect to which a Sale Price adjustment is made pursuant to this Article 7 and such consent requirement is subsequently satisfied prior to the date of the final adjustment to the Sale Price under Subsection 3.03 hereof, Seller shall be reimbursed in the final adjustment for the amount of the previous deduction from the Sale Price (if the Interest subject to such consent requirement has been transferred to Purchaser). If the holder of the Preferential Right fails to consummate the purchase of the property subject to the Preferential Right, Seller will promptly notify Purchaser. Within ten (10) business days after Purchaser's receipt of such notice or the Closing Date, whichever is later, if Purchaser elects to acquire such property Seller will assign to Purchaser and Purchaser will accept from Seller the Purchaserproperty under the terms of this Agreement for a price equal to the amount allocated to such property in Exhibit "D", as agent for the Partnership, shall cause the Partnership to forthwith assign and convey such Assets in which a Preferential Right has been exercised (whether by notice received before or after the Closing Date), utilizing the values determined in accordance with Clause 7(b), to such Third Party and the cash proceeds shall be received and retained by the Partnership after Closing; and (iii) the Purchase Price payable by the Purchaser to the Vendor, pursuant to and adjusted in accordance with the terms and conditions of this Agreement, shall not be adjusted for any Assets assigned and conveyed to a Third Party pursuant to the exercise of any Preferential Right (whether by notice received before or after the Closing Date). (d) In the event the value of the Assets subject to Preferential Rights which have been exercised or for which material consent has not been received seven (7) Business Days prior to the Closing Date exceeds [***] of the Purchase Price, then the Purchaser may terminate this Agreement by written notice to the Vendor. In the event that Purchaser does not provide such notice to terminate this Agreement on or before five (5) Business Days prior to the Closing Date, the Purchaser shall be deemed to have waived its right to terminate this Agreement and shall proceed with Closing on the Closing Date without any adjustment to the Assets and the Purchase Price. In the event that the Purchaser has elected to terminate this Agreement as provided herein, Clause 14 shall apply. (e) Notwithstanding anything contained herein, Purchaser and the Partnership jointly and severally will: (i) be liable to the Vendor for its Losses and Liabilities; and, in addition, (ii) indemnify and hold harmless the Vendor and each of its directors, officers, servants, agents and employees from and against all Losses and Liabilities; incurred by Vendor as a result of or in any way relating to any Preferential Right including, without limitation, the failure of the Purchaser, as agent for the Partnership, to subsequently convey any Assets subject to Preferential Rights to any Third Party in accordance with Clause 7(c)(ii) and all third party costs incurred by Vendor, Vendor’s cost of insurance attributable to such activities, any claims of Third Parties, that portion of Vendor’s costs attributable to overhead associated with such activities, and any goods and services tax applicable thereto in accordance with the Excise Tax Act (Canada). The provisions of this Clause 7 shall survive the Closing Date for the benefit of the Vendor.

THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to and following Closing, at the request It is understood by Purchaser that certain of the Purchaser, Vendor shall use reasonable efforts Interests are or may be subject to obtain and deliver to the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for. (b) Within one (1) Business Day following the execution preferential purchase rights, rights of this Agreement by the Parties, the Vendor shall advise the Purchaser which first refusal and similar option rights in third parties to purchase a part of the Assets that Interests (collectively, "Preferential Rights') or (2) lessors' approvals or other consents to transfer any part of the Vendor is aware are Interests (other then governmental approvals and other consents routinely acquired after a transfer) including the non-transferability requirement of any license, permit, right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer of ownership (collectively, "Consents to Assigns"). This Agreement shall be subject to Preferential Rights. On or before July 18, 2005, the Purchaser shall advise the Vendor in writing of its bona fide allocations of value for such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide terms and reasonable, the Vendor shall comply with the applicable provisions conditions of such Preferential Rights and shallConsents to Assign. Seller shall use its best efforts to notify the holders of such Preferential Rights of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such properties. if any third party exercises a valid Preferential Right, on or before July 22, 2005, serve notices the affected properties shall be excluded from the Interests and the Sale Price reduced by the amount allocated to the Third Parties (and affected properties. Seller shall promptly notify Purchaser if applicable) holding such Preferential Rights, such notices to be in a form acceptable to the Purchaser acting reasonably, using the bona fide allocations of the Purchaser. All such notices shall include a request for a waiver of the Preferential Rights held. In the event the Vendor is not satisfied that the allocations of value made by the Purchaser are bona fide and reasonable, the Vendor and Purchaser shall forthwith meet in good faith to discuss the issue. If, after such a meeting, the Vendor and Purchaser are not able to agree upon the value of Assets affected by Preferential Rights, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16. (c) The Vendor shall notify the Purchaser in writing forthwith upon the exercise or waiver, on or before the Closing Date, if any, of any Preferential Rights held by a Third Party, provided however, the Parties acknowledge that the time period in which Third Parties may elect to exercise certain Preferential Rights may not expire until after the Closing Date. The following shall apply with respect to Preferential Rights: (i) Notwithstanding the exercise of any Preferenffal Right and of the lapse of any applicable period of time within which a Preferential Right must be exercised. Seller shall attempt to satisfy all Consents to Assign prior to the Closing Date. If a Consent to Assign is not obtained (and Purchaser does not waive the obligation to secure such consent), then the Parties affected properties shall proceed with Closing on be excluded from the Closing Date Interests and the definition Sale Price reduced by (i) the amount allocated to the affected properties, if the Consent to Assign prohibits the transfer of the Assets shall not be amended as an oil and gas lease, interest in a result of the exercise of any Preferential Right; unit, or other property, or (ii) after Closing on in any other case, an amount mutually agreed to by Purchaser and Seller required to replace any material part of the Closing Date, the Purchaser, as agent Interests necessary for the Partnershipcontinued production and sale of hydrocarbons from the Interests, shall cause the Partnership to forthwith assign and convey such Assets or in which a Preferential Right has been exercised (whether by notice received before or after the Closing Date), utilizing the values determined in accordance with Clause 7(b), to such Third Party and the cash proceeds shall be received and retained by the Partnership after Closing; and (iii) the Purchase Price payable by the Purchaser to the Vendor, pursuant to and in accordance with the terms and conditions of this Agreement, shall not be adjusted for any Assets assigned and conveyed to a Third Party pursuant to the exercise of any Preferential Right (whether by notice received before or after the Closing Date). (d) In the event the value of the Assets subject parties cannot agree to Preferential Rights which have been exercised or for which material consent has not been received seven (7) Business Days prior to the Closing Date exceeds [***] of the Purchase Pricesuch amount, then the Purchaser may terminate this Agreement affected properties shall be excluded from the Interests and the Sale Price reduced by written notice the amount allocated to the Vendor. In the event that Purchaser does not provide such notice to terminate this Agreement on or before five (5) Business Days prior to the Closing Date, the Purchaser shall be deemed to have waived its right to terminate this Agreement and shall proceed with Closing on the Closing Date without any adjustment to the Assets and the Purchase Price. In the event that the Purchaser has elected to terminate this Agreement as provided herein, Clause 14 shall applyaffected properties. (e) Notwithstanding anything contained herein, Purchaser and the Partnership jointly and severally will: (i) be liable to the Vendor for its Losses and Liabilities; and, in addition, (ii) indemnify and hold harmless the Vendor and each of its directors, officers, servants, agents and employees from and against all Losses and Liabilities; incurred by Vendor as a result of or in any way relating to any Preferential Right including, without limitation, the failure of the Purchaser, as agent for the Partnership, to subsequently convey any Assets subject to Preferential Rights to any Third Party in accordance with Clause 7(c)(ii) and all third party costs incurred by Vendor, Vendor’s cost of insurance attributable to such activities, any claims of Third Parties, that portion of Vendor’s costs attributable to overhead associated with such activities, and any goods and services tax applicable thereto in accordance with the Excise Tax Act (Canada). The provisions of this Clause 7 shall survive the Closing Date for the benefit of the Vendor.

THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to and following Closing, at the request It is understood by Purchaser that certain of the Purchaser, Vendor shall use reasonable efforts Interests may be subject to obtain and deliver lessors' approvals or other consents to the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for. (b) Within one (1) Business Day following the execution of this Agreement by the Parties, the Vendor shall advise the Purchaser which transfer any part of the Assets that Interests (other than governmental approvals and other consents routinely acquired after a transfer), including the Vendor is aware are non-transferability requirement of a license, permit, right-of-way, or easement, or a requirement for renegotiation upon transfer of ownership (collectively referred to hereinafter as, "Consents to Assign"). This Agreement shall be subject to Preferential Rights. On or before July 18, 2005, the Purchaser shall advise the Vendor in writing of its bona fide allocations of value for such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide and reasonable, the Vendor shall comply with the applicable provisions of such Preferential Rights and shall, on or before July 22, 2005, serve notices to the Third Parties (and Purchaser if applicable) holding such Preferential Rights, such notices to be in a form acceptable to the Purchaser acting reasonably, using the bona fide allocations of the Purchaser. All such notices shall include a request for a waiver of the Preferential Rights held. In the event the Vendor is not satisfied that the allocations of value made by the Purchaser are bona fide and reasonable, the Vendor and Purchaser shall forthwith meet in good faith to discuss the issue. If, after such a meeting, the Vendor and Purchaser are not able to agree upon the value of Assets affected by Preferential Rights, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16. (c) The Vendor shall notify the Purchaser in writing forthwith upon the exercise or waiver, on or before the Closing Date, if any, of any Preferential Rights held by a Third Party, provided however, the Parties acknowledge that the time period in which Third Parties may elect to exercise certain Preferential Rights may not expire until after the Closing Date. The following shall apply with respect to Preferential Rights: (i) Notwithstanding the exercise of a Preferential Right prior to the Closing Date, the Parties shall proceed with Closing on the Closing Date and the definition of the Assets shall not be amended as a result of the exercise of any Preferential Right; (ii) after Closing on the Closing Date, the Purchaser, as agent for the Partnership, shall cause the Partnership to forthwith assign and convey such Assets in which a Preferential Right has been exercised (whether by notice received before or after the Closing Date), utilizing the values determined in accordance with Clause 7(b), to such Third Party and the cash proceeds shall be received and retained by the Partnership after Closing; and (iii) the Purchase Price payable by the Purchaser to the Vendor, pursuant to and in accordance with the terms and conditions of this Agreementsuch Consents to Assign. Not later than 12:00 p.m. local Denver time on March 26, 1997, Seller shall identify those Consents to Assign which have not been obtained, and the Real Properties affected thereby. The Sale Price payable at Closing shall be adjusted for any Assets assigned and conveyed to a Third Party pursuant by the amount allocated to the exercise affected Real Property in Exhibit "D". If Purchaser shall receive an adjustment at the Closing on account of any Preferential Right Consent to Assign that has not been obtained, then Seller shall have until a date that is forty-five (whether by notice received before or 45) days after the Closing Date). , or such other later date as the parties may mutually agree, within which to obtain all necessary Consents to Assign (dhereinafter referred to as the "Post Closing Adjustment Date. Seller shall provide written notice, together with supporting documentation, of such Consents to Assign as are obtained by Seller after the Closing. Within three (3) In business days of Purchaser having received such notice, Purchaser shall pay to Seller the event the value of the Assets subject to Preferential Rights which have been exercised or for which material consent has not been received seven (7) Business Days prior amount allocated to the affected Real Property in Exhibit "D", together with interest at the thirty day LIBOR rate from Closing Date exceeds [***] to the date of such payment. Payment shall be made by wire transfer in accordance with Section 3.01 (e), or such other payment instructions as Seller may provide. If a Consent to Assign is not obtained by the Purchase PricePost Closing Adjustment Date, then the Purchaser may terminate this Agreement affected Real Property shall be excluded from the Interests and the Sale Price reduced by written notice the amount allocated to the Vendor. In the event that Purchaser does not provide such notice to terminate this Agreement on or before five (5) Business Days prior to the Closing Dateaffected Real Property in Exhibit "D", the Purchaser shall be deemed to have waived its right to terminate this Agreement and shall proceed with Closing on the Closing Date without any adjustment to the Assets and the Purchase Price. In the event that the Purchaser has elected to terminate this Agreement as provided herein, Clause 14 Seller shall applyissue a final settlement statement in connection therewith. (e) Notwithstanding anything contained herein, Purchaser and the Partnership jointly and severally will: (i) be liable to the Vendor for its Losses and Liabilities; and, in addition, (ii) indemnify and hold harmless the Vendor and each of its directors, officers, servants, agents and employees from and against all Losses and Liabilities; incurred by Vendor as a result of or in any way relating to any Preferential Right including, without limitation, the failure of the Purchaser, as agent for the Partnership, to subsequently convey any Assets subject to Preferential Rights to any Third Party in accordance with Clause 7(c)(ii) and all third party costs incurred by Vendor, Vendor’s cost of insurance attributable to such activities, any claims of Third Parties, that portion of Vendor’s costs attributable to overhead associated with such activities, and any goods and services tax applicable thereto in accordance with the Excise Tax Act (Canada). The provisions of this Clause 7 shall survive the Closing Date for the benefit of the Vendor.

THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to 3.01 Preferential Rights of Purchase and following Closing, at the request Consents -------------------------------------------- A. If any of the PurchaserAssets are subject to a preferential right of purchase or similar restriction, Vendor shall use reasonable efforts to obtain and deliver to or if the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which disposition herein requires the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for. (b) Within one (1) Business Day following the execution consent of this Agreement by the Partiesany third party, the Vendor shall advise the Purchaser which of the Assets that the Vendor is aware promptly serve all notices as are subject to Preferential Rightsrequired under such preferential purchase or consent provision. On or before July 18, 2005, the Purchaser shall advise the Vendor in writing of its bona fide allocations of value for Each such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide and reasonable, the Vendor shall comply with the applicable provisions of such Preferential Rights and shall, on or before July 22, 2005, serve notices to the Third Parties (and Purchaser if applicable) holding such Preferential Rights, such notices to be in a form acceptable to the Purchaser acting reasonably, using the bona fide allocations of the Purchaser. All such notices notice shall include a request for a waiver of any preferential or similar right to purchase any of the Preferential Rights held. In Assets and for the event the Vendor is not satisfied that the allocations of value made by the Purchaser are bona fide and reasonable, the Vendor and Purchaser shall forthwith meet in good faith to discuss the issue. If, after such a meeting, the Vendor and Purchaser are not able to agree upon the value of Assets affected by Preferential Rights, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16. (c) The Vendor shall notify the Purchaser in writing forthwith upon the exercise or waiver, on or before the Closing Date, if any, granting of any Preferential Rights held by a Third Party, provided howeverconsent that may be required. Notwithstanding the foregoing, the Parties acknowledge that the time period in which Third Parties may elect to exercise certain Preferential Rights consent of buyers under production sale agreements may not expire be sought until after Closing. B. The Purchaser, acting reasonably and in good faith, shall provide to the Closing Date. The following shall apply Vendor the value placed by the Purchaser on any of the Assets with respect to Preferential Rightswhich the Vendor is required to specify a value in a notice served pursuant to this Clause. The Vendor shall not be obligated to use such a value where, in the Vendor's opinion, the value is unreasonable. C. If the holder of any preferential right to purchase any of the Assets exercises such right, or a third party required to give a necessary consent refuses to give such consent, Closing shall then proceed with respect to those of the Assets which are not subject to such preferential right to purchase or consent. In such case, the Purchase Price shall be reduced by the portion of the Purchase Price allocated pursuant to Subclause 3.01B to the Assets directly affected by such preferential right to purchase or consent, or falling such allocation, by agreement of the Parties or by Article 12.00. D. If the portion of the Purchase Price applicable to the Assets directly affected by the preferential right to purchase or consent provided for in Subclause 3.01C is to be determined pursuant to Article 12.00: (ia) Notwithstanding the exercise of a Preferential Right then prior to the Closing DateClosing, the Parties Purchaser shall proceed with Closing on deduct from the Closing Date and Purchase Price an amount equal to the definition Purchaser's good faith estimate of the Assets shall not be amended as a result portion of the exercise of any Preferential Right; (ii) after Closing on the Closing Date, the Purchaser, as agent for the Partnership, shall cause the Partnership to forthwith assign and convey such Assets in which a Preferential Right has been exercised (whether by notice received before or after the Closing Date), utilizing the values determined in accordance with Clause 7(b), Purchase Price applicable to such Third Party directly affected Assets and the cash proceeds shall be received and retained by the Partnership after Closingdeposit such amount in trust with a Canadian chartered bank in an interest bearing account; and (iiib) the Purchase Price payable by the Purchaser to the Vendor, funds retained in trust pursuant to and in accordance with the terms and conditions Paragraph (a) of this Agreement, Subclause and the accrued interest thereon shall not be adjusted for any Assets assigned and conveyed to a Third Party released from trust following determination pursuant to the exercise of any Preferential Right (whether by notice received before or after the Closing Date)Article 12. (d) In the event the value of the Assets subject to Preferential Rights which have been exercised or for which material consent has not been received seven (7) Business Days prior to the Closing Date exceeds [***] of the Purchase Price, then the Purchaser may terminate this Agreement by written notice to the Vendor. In the event that Purchaser does not provide such notice to terminate this Agreement on or before five (5) Business Days prior to the Closing Date, the Purchaser shall be deemed to have waived its right to terminate this Agreement and shall proceed with Closing on the Closing Date without any adjustment to the Assets and the Purchase Price. In the event that the Purchaser has elected to terminate this Agreement as provided herein, Clause 14 shall apply. (e) Notwithstanding anything contained herein, Purchaser and the Partnership jointly and severally will: (i) be liable to the Vendor for its Losses and Liabilities; and, in addition, (ii) indemnify and hold harmless the Vendor and each of its directors, officers, servants, agents and employees from and against all Losses and Liabilities; incurred by Vendor as a result of or in any way relating to any Preferential Right including, without limitation, the failure of the Purchaser, as agent for the Partnership, to subsequently convey any Assets subject to Preferential Rights to any Third Party in accordance with Clause 7(c)(ii) and all third party costs incurred by Vendor, Vendor’s cost of insurance attributable to such activities, any claims of Third Parties, that portion of Vendor’s costs attributable to overhead associated with such activities, and any goods and services tax applicable thereto in accordance with the Excise Tax Act (Canada). The provisions of this Clause 7 shall survive the Closing Date for the benefit of the Vendor.

THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to and following Closing, at the request It is understood by ▇▇▇▇▇▇▇ that certain of the Purchaser, Vendor shall use reasonable efforts Interests are or may be subject to obtain and deliver to the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for. (b) Within one (1) Business Day preferential purchase rights, rights of first refusal and similar option rights in third parties to purchase a part of the Interests (collectively, "Preferential Rights") or (2) lessors' approvals or other consents to transfer any part of the Interests (other than governmental approvals and other consents routinely acquired after a transfer) including the non-transferability requirement of any license, permit, right-of-way, pipeline franchise or easement, or a requirement for renegotiation upon transfer of ownership (collectively, "Consents to Assign"), including the Preferential Rights and Consents to Assign set forth in Exhibit "C" and "D" to this Agreement which constitute all Preferential Rights and Consents to Assign affecting the Interests of which Venoco is aware. This Agreement shall be subject to the terms and conditions of all such Preferential Rights and Consents to Assign. The Consents to Assign are listed at Exhibit "C". ▇▇▇▇▇▇▇ acknowledges that Buyer has previously obtained necessary Lessor consents to transfer to ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ agrees that, to the extent such consents are material and reasonably applicable to this transaction ▇▇▇▇▇▇▇ shall waive the requirement of further Lessor consents as to the applicable leases. Promptly following the execution of this Agreement by Agreement, Venoco shall use its best efforts to notify the Parties, the Vendor shall advise the Purchaser which of the Assets that the Vendor is aware are subject to Preferential Rights. On or before July 18, 2005, the Purchaser shall advise the Vendor in writing of its bona fide allocations of value for such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide and reasonable, the Vendor shall comply with the applicable provisions of such Preferential Rights and shall, on or before July 22, 2005, serve notices to the Third Parties (and Purchaser if applicable) holding such Preferential Rights, such notices to be in a form acceptable to the Purchaser acting reasonably, using the bona fide allocations of the Purchaser. All such notices shall include a request for a waiver holders of the Preferential Rights heldlisted on Exhibit "D" and Consents to Assign which have not previously been receive or waived, of the proposed transfer of the affected properties and the amount of the Sale Price allocated to such properties as set forth at Exhibit "E". In If any third party exercises a valid Preferential Right the event affected properties shall be excluded from the Vendor is not satisfied that the allocations of value made by the Purchaser are bona fide Interests and reasonable, the Vendor and Purchaser shall forthwith meet in good faith all proceeds paid to discuss the issue. If, after such a meeting, the Vendor and Purchaser are not able to agree upon the value of Assets affected by Preferential Rights, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16. (c) The Vendor shall notify the Purchaser in writing forthwith upon Venoco from the exercise or waiver, on or before the Closing Date, if any, of any Preferential Rights held Right shall be paid from Venoco to ▇▇▇▇▇▇▇ within ten days of receipt of said proceeds by a Third Party, provided however, the Parties acknowledge that the time period in which Third Parties may elect to exercise certain Preferential Rights may not expire until after the Closing DateVenoco. The following Venoco shall apply with respect to Preferential Rights: (i) Notwithstanding the exercise of a Preferential Right prior to the Closing Date, the Parties shall proceed with Closing on the Closing Date and the definition of the Assets shall not be amended as a result promptly notify ▇▇▇▇▇▇▇ of the exercise of any Preferential Right; (ii) after Closing on Right and of the Closing Date, the Purchaser, as agent for the Partnership, shall cause the Partnership to forthwith assign and convey such Assets in lapse of any applicable period of time within which a Preferential Right has been exercised (whether must be exercised. If a material Consent to Assign is not obtained then, unless it is waived by notice received before ▇▇▇▇▇▇▇ or after the Closing Date)it is evident that it will be routinely obtained thereafter, utilizing the values determined in accordance with Clause 7(b), Venoco will continue to such Third Party and the cash proceeds shall be received and retained by the Partnership after Closing; and (iii) the Purchase Price payable by the Purchaser use reasonable good faith efforts to the Vendor, pursuant obtain said Consent to and in accordance with the terms and conditions of this Agreement, shall not be adjusted for any Assets assigned and conveyed to a Third Party pursuant to the exercise of any Preferential Right (whether by notice received before or after the Closing Date). (d) In the event the value of the Assets subject to Preferential Rights which have been exercised or for which material consent has not been received seven (7) Business Days prior to the Closing Date exceeds [***] of the Purchase Price, then the Purchaser may terminate this Agreement by written notice to the VendorAssign. In the event that Purchaser does not provide such notice any successful New Well is drilled or successful New Recompletion operation is conducted upon leases in which a Consent to terminate this Agreement on or before five (5) Business Days Assign is required prior to Venoco conveying to ▇▇▇▇▇▇▇ a recordable interest in such well, Venoco agrees, at its option to either hold the Closing Date, the Purchaser shall be deemed to have waived its right to terminate this Agreement and shall proceed with Closing on the Closing Date without any adjustment to the Assets and the Purchase Price. In the event that the Purchaser has elected to terminate this Agreement as provided herein, Clause 14 shall apply. (e) Notwithstanding anything contained herein, Purchaser and the Partnership jointly and severally will: (i) be liable to the Vendor for its Losses and Liabilities; and, applicable interest in addition, (ii) indemnify and hold harmless the Vendor and each of its directors, officers, servants, agents and employees from and against all Losses and Liabilities; incurred by Vendor as a result of or in any way relating to any Preferential Right including, without limitation, the failure of the Purchaser, as agent for the Partnership, to subsequently convey any Assets subject to Preferential Rights to any Third Party in accordance with Clause 7(c)(ii) and all third party costs incurred by Vendor, Vendor’s cost of insurance attributable to such activities, any claims of Third Parties, that portion of Vendor’s costs attributable to overhead associated with such activities, and any goods and services tax applicable thereto in accordance with the Excise Tax Act (Canada). The provisions of this Clause 7 shall survive the Closing Date trust for the benefit of ▇▇▇▇▇▇▇ or to enter into an agreement with ▇▇▇▇▇▇▇ to pay to ▇▇▇▇▇▇▇ amounts equal to the Vendoreconomic interest to which ▇▇▇▇▇▇▇ would be entitled if a recordable assignment of the appropriate ownership interest in such well had been tendered to ▇▇▇▇▇▇▇.

THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to and 7.1 Within 5 Business Days following Closing, at the request of the Purchaser, Vendor shall use reasonable efforts to obtain and deliver to the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authorities, which the Purchaser has (acting reasonably and in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for. (b) Within one (1) Business Day following the execution of this Agreement by the Parties, the Vendor shall advise the notify Purchaser which of the those Assets that the Vendor is aware are subject to Preferential Rights. On a preferential right of purchase, or before July 18similar restriction that are triggered and issuable as a result of this transaction and within 10 Business Days following receipt of such notice, 2005Purchaser, the Purchaser acting reasonably, shall advise the Vendor in writing of its bona fide proportionate allocation of the Purchase Price to those Assets that are subject to such preferential rights of purchase, or similar restriction, and these allocations will be used for the purposes of value for such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide and reasonable, the this clause. 7.2 Vendor shall comply with promptly serve all notices that are required under the applicable governing provisions of such Preferential Rights and shall, on or before July 22, 2005, serve notices relating to the Third Parties (and Purchaser if applicable) holding such Preferential Rightspreferential rights of purchase, such notices to be or similar restrictions, in a form acceptable satisfactory to Purchaser and in keeping with the Purchaser acting reasonably, using the bona fide allocations terms of the applicable governing provisions; and Vendor shall deliver to Purchaser at Closing evidence that all preferential rights of purchase, or similar restrictions, have been complied with and either exercised, waived or extinguished. Unless otherwise agreed by Purchaser. All , each such notices shall notice will include a request for a waiver of the Preferential Rights held. In the event the Vendor is not satisfied that the allocations of value made by the Purchaser are bona fide and reasonable, the Vendor and Purchaser shall forthwith meet in good faith any preferential or similar right to discuss the issue. If, after such a meeting, the Vendor and Purchaser are not able to agree upon the value of Assets affected by Preferential Rights, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16. (c) The Vendor shall notify the Purchaser in writing forthwith upon the exercise or waiver, on or before the Closing Date, if any, of purchase any Preferential Rights held by a Third Party, provided however, the Parties acknowledge that the time period in which Third Parties may elect to exercise certain Preferential Rights may not expire until after the Closing Date. The following shall apply with respect to Preferential Rights: (i) Notwithstanding the exercise of a Preferential Right prior to the Closing Date, the Parties shall proceed with Closing on the Closing Date and the definition of the Assets shall not be amended as a result of and for the exercise granting of any Preferential Right; (ii) after Closing on the Closing Date, the Purchaser, as agent for the Partnership, shall cause the Partnership to forthwith assign and convey such Assets in which a Preferential Right has been exercised (whether by notice received before or after the Closing Date), utilizing the values determined in accordance with Clause 7(b), to such Third Party and the cash proceeds shall prior consent that may be received and retained by the Partnership after Closing; and (iii) the Purchase Price payable by the Purchaser to the Vendor, pursuant to and in accordance with the terms and conditions of this Agreement, shall not be adjusted for any Assets assigned and conveyed to a Third Party pursuant to the exercise of any Preferential Right (whether by notice received before or after the Closing Date)required. (d) In the event the value of the Assets subject to Preferential Rights which have been exercised or for which material consent has not been received seven (7) Business Days prior to the Closing Date exceeds [***] of the Purchase Price, then the Purchaser may terminate this Agreement by written notice to the Vendor. In the event that Purchaser does not provide such notice to terminate this Agreement on or before five (5) Business Days prior to the Closing Date, the 7.3 Purchaser shall be deemed to have waived its right to terminate this Agreement and shall proceed with Closing on the Closing Date without any adjustment to the Assets and the Purchase Price. In the event that the Purchaser has elected to terminate this Agreement as provided herein, Clause 14 shall apply. (e) Notwithstanding anything contained herein, Purchaser and the Partnership jointly and severally will: (i) be liable to the indemnify Vendor for its Losses and Liabilities; and, in addition, (ii) indemnify and hold harmless the Vendor and each of its directors, officers, servants, agents and employees from and against all Losses and Liabilities; costs whatsoever incurred by Vendor as arising directly or indirectly from any matter attributable to the allocations provided by Purchaser to Vendor for the purposes of this article. 7.4 Notwithstanding anything to the contrary, express or implied, Purchaser acknowledges that if any preferential rights to purchase any of the Assets are exercised by a result of Third Party entitled to do so, or in any way relating if a Third Party required to any Preferential Right including, without limitationgive a necessary prior consent refuses to give such prior consent, the failure of the Purchaser, as agent for the Partnership, following provisions will apply to subsequently convey any Assets subject to Preferential Rights to any Third Party in accordance with Clause 7(c)(ii) and all third party costs incurred by Vendor, Vendor’s cost of insurance attributable to such activities, any claims of Third Parties, that portion of Vendor’s costs attributable the Assets excluded from this Agreement by virtue of the exercise of such preferential right to overhead associated with such activitiespurchase, or the refusal to grant a necessary prior consent, without any liability of either Party to the other: (a) the terms “Assets”, “Lands”, “Leases”, “Miscellaneous Interests”, “P&NG Rights”, and any goods and services tax applicable thereto in accordance with the Excise Tax Act (Canada). The provisions of this Clause 7 shall survive the Closing Date for the benefit “Tangibles” will be construed as meaning only that portion of the Vendor.subject matter of those terms with respect to which Closing occurs; and

THIRD PARTY RIGHTS AND CONSENTS. (a) Prior to and following Closing, at the request 12.1 If any of the PurchaserAssets are subject to a preferential right of purchase or similar restrictions, Vendor shall use reasonable efforts to obtain and deliver to or require the Purchaser all consents, permissions and approvals by Third Parties and governmental and regulatory authoritiesconsent of any third party, which the Purchaser has (acting reasonably and are in good faith) identified as reasonably necessary and applicable in connection with the transaction herein provided for. (b) Within one (1) Business Day following either case made effective by virtue of this Agreement, then upon the execution of this Agreement Agreement, GHI shall promptly serve all notices as are required under the preferential purchase or consent provisions. Scarab shall forthwith supply to GHI the value placed by Scarab for the Parties, the Vendor shall advise the Purchaser which purposes of this purchase on any of the Assets that the Vendor with respect to which GHI is aware are subject required to Preferential Rightsgive notice pursuant to this clause. On or before July 18, 2005, the Purchaser shall advise the Vendor in writing of its bona fide allocations of value for Each such affected Assets. Provided that the Vendor is satisfied that such allocations are bona fide and reasonable, the Vendor shall comply with the applicable provisions of such Preferential Rights and shall, on or before July 22, 2005, serve notices to the Third Parties (and Purchaser if applicable) holding such Preferential Rights, such notices to be in a form acceptable to the Purchaser acting reasonably, using the bona fide allocations of the Purchaser. All such notices notice shall include a request for a waiver of any preferential or similar right to purchase any of the Preferential Rights heldAssets and for the granting of any consent that may be required. In Scarab may waive the event existence or operation of any preferential or similar right to purchase any of the Vendor is Assets. If the holder of any preferential or similar right to purchase any of the Assets exercises such right, or a third party required to give consent refuses to give such consent, then such right or refusal shall not satisfied that be considered a defect of title and such Assets shall be excluded from the allocations of value made purchase and sale herein, and the purchase price to be paid by Scarab to GHI pursuant to clause 3 hereof shall be reduced by an amount to be negotiated by the Purchaser are bona fide parties acting reasonably and reasonable, the Vendor and Purchaser shall forthwith meet in good faith to discuss the issuewithout delay. If, after by June 18, 2004, all such a meeting, the Vendor and Purchaser are not able to agree upon the value of Assets affected by Preferential Rights, either the Vendor or the Purchaser may, at its option, submit the determination of such matter to arbitration pursuant to and in accordance with Clause 16. (c) The Vendor shall notify the Purchaser in writing forthwith upon the exercise or waiver, on or before the Closing Date, if any, waivers of any Preferential Rights held by a Third Party, provided however, the Parties acknowledge that the time period in which Third Parties may elect preferential or similar right to exercise certain Preferential Rights may not expire until after the Closing Date. The following shall apply with respect to Preferential Rights: (i) Notwithstanding the exercise of a Preferential Right prior to the Closing Date, the Parties shall proceed with Closing on the Closing Date and the definition purchase any of the Assets shall not be amended as a result of or the exercise granting of any Preferential Right; (ii) after Closing consent that may be required has not been received or waived by Scarab, or if Scarab and GHI cannot agree to the reduction in the purchase price to be paid by Scarab on the Closing Date, the Purchaser, as agent for the Partnership, shall cause the Partnership to forthwith assign and convey such Assets in which a Preferential Right has been exercised (whether by notice received before then either Scarab or after the Closing Date), utilizing the values determined in accordance with Clause 7(b), to such Third Party and the cash proceeds shall be received and retained by the Partnership after Closing; and (iii) the Purchase Price payable by the Purchaser to the Vendor, pursuant to and in accordance with the terms and conditions of this Agreement, shall not be adjusted for any Assets assigned and conveyed to a Third Party pursuant to the exercise of any Preferential Right (whether by notice received before or after the Closing Date). (d) In the event the value of the Assets subject to Preferential Rights which have been exercised or for which material consent has not been received seven (7) Business Days prior to the Closing Date exceeds [***] of the Purchase Price, then the Purchaser GHI may terminate this Agreement by written notice in writing to the Vendor. In the event that Purchaser does not provide such notice to terminate this Agreement on or before five (5) Business Days prior to the Closing Date, the Purchaser shall be deemed to have waived its right to terminate this Agreement and shall proceed with Closing on the Closing Date without any adjustment to the Assets and the Purchase Price. In the event that the Purchaser has elected to terminate this Agreement as provided herein, Clause 14 shall applyother. (e) Notwithstanding anything contained herein, Purchaser and the Partnership jointly and severally will: (i) be liable to the Vendor for its Losses and Liabilities; and, in addition, (ii) indemnify and hold harmless the Vendor and each of its directors, officers, servants, agents and employees from and against all Losses and Liabilities; incurred by Vendor as a result of or in any way relating to any Preferential Right including, without limitation, the failure of the Purchaser, as agent for the Partnership, to subsequently convey any Assets subject to Preferential Rights to any Third Party in accordance with Clause 7(c)(ii) and all third party costs incurred by Vendor, Vendor’s cost of insurance attributable to such activities, any claims of Third Parties, that portion of Vendor’s costs attributable to overhead associated with such activities, and any goods and services tax applicable thereto in accordance with the Excise Tax Act (Canada). The provisions of this Clause 7 shall survive the Closing Date for the benefit of the Vendor.