ASSUMPTION AND RETENTION OF OBLIGATIONS Sample Clauses

ASSUMPTION AND RETENTION OF OBLIGATIONS. AND INDEMNIFICATION 27 14.1 Buyer's Assumption of Liabilities and Obligations...................................... 27 14.2 Seller's Retention of Liabilities and Obligations.......................................... 27

ASSUMPTION AND RETENTION OF OBLIGATIONS. INDEMNIFICATION 22 14.1 Buyer's Assumption of Liabilities and Obligations 22 14.2 Seller's Retention of Liabilities and Obligations 22 14.3 Buyer's Plugging and Abandonment Obligations 22 14.4 Indemnification 23 14.5 Procedure 24 14.6 No Insurance; Subrogation 25 14.7 Reservation as to Non-Parties 25 ARTICLE 15 MISCELLANEOUS 25 15.1 Exhibits 25 15.2 Expenses 25 15.3 Notices 25 15.4 Amendments 26 15.5 Assignment 26 15.6 Confidentiality 26 15.7 Press Releases 26 15.8 Headings 26 15.9 Counterparts 26 15.10 References 26 15.11 Governing Law 27 15.12 Removal of Signs 27 15.13 Binding Effect 27 15.14 Survival 27 15.15 No Third-Party Beneficiaries 27 15.16 Limitation on Damages 27 15.17 Severability 27 15.18 Knowledge 27

ASSUMPTION AND RETENTION OF OBLIGATIONS. AND INDEMNIFICATION 29 14.1 Buyer’s Assumption of Liabilities and Obligations 29 14.2 Seller’s Retention of Liabilities and Obligations 30 14.3 Indemnification 30 14.4 Limitation on Seller’s Indemnity Obligations 30 14.5 Procedure 31 14.6 No Insurance; Subrogation 33 14.7 Reservation as to Non-Parties 33 ARTICLE XV MISCELLANEOUS 33 15.1 Expenses 33 15.2 Notices 33 15.3 Amendments 34 15.4 Assignment 34 15.5 Announcements 34 15.6 Counterparts/Fax Signatures 35 15.7 Governing Law 35 15.8 Entire Agreement 35 15.9 Knowledge 35 15.10 Binding Effect 35 15.11 Survival 35 15.12 No Third-Party Beneficiaries 35 15.13 Parent Guaranty 35 EXHIBIT A Easements EXHIBITS B-1 to B-6 Gathering Systems EXHIBIT B-7 Ft. Xxxxxx Plant EXHIBIT C Material Agreements EXHIBIT D Existing Claims and Litigation EXHIBIT E Capital and Expense Projects EXHIBIT F Assignment, Xxxx of Sale and Conveyance EXHIBIT G Buyer’s Officer Certificate EXHIBIT H Seller’s Officer Certificate EXHIBIT I Certificate of Non-Foreign Status EXHIBIT K License Agreement EXHIBIT L Access Agreement EXHIBIT M Royalty Information Agreement EXHIBIT N Transition Services Agreement SCHEDULE 1.2(h) Vehicles SCHEDULE 1.2(i) Form of Partial Assignment for Development Agreements SCHEDULE 1.2(j) Form of Partial Assignment for NGL Exchange Agreement and NGL Purchase Agreement SCHEDULE 5.1 Form of Indemnity SCHEDULE 6.9 Exceptions to Compliance with Laws This Purchase and Sale Agreement (“Agreement”), dated January 14, 2011, is by and between Encana Oil & Gas (USA) Inc., 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (“Seller”), and Xxxx-XxXxx Gathering LLC, 0000 Xxxx Xxxxxxx Xxxxx, The Woodlands, Texas 77380 (“Buyer”), a wholly-owned subsidiary of Western Gas Partners, LP (“Parent”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”

ASSUMPTION AND RETENTION OF OBLIGATIONS. AND INDEMNIFICATION 41 15.1 Buyer’s Assumption of Liabilities and Obligations 41 15.2 Seller’s Retention of Liabilities and Obligations 41 15.3 Indemnification 42 15.4 Procedure 42 15.5 No Insurance; Subrogation 43 15.6 Reservation as to Non-Parties 44 ARTICLE XVI MISCELLANEOUS 44 16.1 Expenses 44 16.2 Notices 44 16.3 Amendments 45 16.4 Assignment 45 16.5 Announcements 45 16.6 Confidentiality Agreement 45 16.7 Confidentiality 45 16.8 Counterparts 45 16.9 Governing Law 45 16.10 Entire Agreement 46 16.11 Binding Effect 46 16.12 Survival 46 16.13 No Third-Party Beneficiaries 46 ii EXHIBIT LIST EXHIBIT A Leases EXHIBIT B Welxx XXHIBIT C Facilities EXHIBIT D Material Agreements EXHIBIT E Preferential Purchase Rights and Required Consents EXHIBIT F Form of Assignment, Bilx xx Sale and Conveyance EXHIBIT F-1 Form of Assignment of Oil and Gas Leases EXHIBIT G Capital Projects PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made and entered into this 2nd day of November, 2007, but effective October 1, 2007 (the “Effective Date”), by and between PetroHunter Heavy Oil Ltd. (“Seller”), and Pearl Exploration and Production Ltd. (“Buyer”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”

ASSUMPTION AND RETENTION OF OBLIGATIONS. AND INDEMNIFICATION; 26 DISCLAIMERS

ASSUMPTION AND RETENTION OF OBLIGATIONS. 25 9.5 INDEMNIFICATION.............................................26

ASSUMPTION AND RETENTION OF OBLIGATIONS a. The parties hereto shall be responsible for all costs, expenses, losses, claims, damages, demands, lawsuits and liabilities (“Obligations”) pertaining to the assigned lease and its operations thereon from and after the Effective Date. b. Assignor is responsible for all Obligations arising out of Assignor’s ownership of the assigned lease prior to the Effective Date.

ASSUMPTION AND RETENTION OF OBLIGATIONS. INDEMNIFICATION 54

ASSUMPTION AND RETENTION OF OBLIGATIONS. AND INDEMNIFICATION 23 14.1 Buyer’s Assumption of Liabilities and Obligations. 23 14.2 Sellers’ Retention of Liabilities and Obligations. 24 14.3 Proceeds and Invoices for Property Expenses Received After the Settlement Date. 24 A. Proceeds. 24 B. Property Expenses. 24 14.4 Indemnification. 24 A. Sellers’ Indemnification of Buyer. 25 B. Buyer’s Indemnification of Sellers. 25 C. Release. 25 14.5 Procedure. 25 A. Coverage. 25 B. Claim Notice. 25 C. Information. 25 14.6 Dispute Resolution. 26 14.7 No Insurance; Subrogation. 26 14.8 Reservation as to Non-Parties. 27 ARTICLE 15 MISCELLANEOUS 27 15.1 Expenses. 27 15.2 Notices. 27 15.3 Amendments/Waiver. 28 15.4 Assignment. 28 15.5 Announcements. 28 15.6 Counterparts/Fax Signatures. 28 15.7 Governing Law. 28 15.8 Entire Agreement. 28 15.9 Knowledge. 28 15.1 Binding Effect. 29 15.11 Survival. 29 15.12 Limitation on Damages. 29 15.13 No Third-Party Beneficiaries. 29 15.14 Several Liability. 29 15.15 Condition Precedent. 29 15.16 References, Titles and Construction. 29 A. References. 29 B. Titles. 29 C. Agreement. 29 D. Singular and Plural, Masculine and Feminine. 30 E. References to Agreements, Instruments and Documents. 30 F. Examples. 30 G. Conjunctions. 30 H. No Construction Against Any Drafter. 30 I. References to Dollars. 30 This Purchase and Sale Agreement (this “Agreement”), dated May 25, 2011, is by and among Txxxxx Family Investments, LLLP, a Colorado limited liability limited partnership (“Txxxxx”); DNR Oil & Gas, Inc., a Colorado corporation (“DNR”); and Txxxxxx Operating Company, a Colorado corporation (“Txxxxxx”) whose collective address is 10000 X. Xxxxx, Unit 142, Englewood, Colorado 80111, and Arête Industries, Inc., 7000 Xxxxxxx Xxxxxx, Xxxxxxxxxxx, XX 00000, (“Buyer”). Txxxxxx, Xxxxxx and DNR may be referred to collectively as “Sellers.” Sellers and Buyer may be referred to individually as a “Party” or collectively as the “Parties.” The transaction contemplated by this Agreement may be referred to as the “Transaction.”

ASSUMPTION AND RETENTION OF OBLIGATIONS. AND INDEMNIFICATION 26 14.1 Buyer’s Assumption of Liabilities and Obligations. 26 14.2 Sellers’ Retention of Liabilities and Obligations. 26 14.3 Proceeds and Invoices for Property Expenses Received After the Settlement Date. 26 A. Proceeds. 26 B. Property Expenses. 26 14.4 Indemnification. 27 A. Sellers’ Indemnification of Buyer. 27 B. Buyer’s Indemnification of Sellers. 27 C. Release. 28 14.5 Procedure. 28 A. Coverage. 28 CB. laim Notice. 28 C. Information. 28 14.6 Dispute Resolution. 28 14.7 No Insurance; Subrogation.