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 27
ASSUMPTION AND RETENTION OF OBLIGATIONS. INDEMNIFICATION AND LIMITATIONS 41 14.1 Buyer’s Assumption of Liabilities and Obligations 41 14.2 Seller’s Retention of Liabilities and Obligations 42 14.3 Suspended Funds 42 14.4 Proceeds and Invoices for Property Expenses Received After the Final Settlement Date 42 14.5 Indemnification 43 14.6 Procedure 44 14.7 Dispute Resolution 44 14.8 Reservation as to Non-Parties 45 14.9 Limitation on Damages 45 ARTICLE 15 MISCELLANEOUS 48 15.1 Expenses 48 15.2 Notices 48 15.3 Amendments/Waiver 49 15.4 Assignment 49 15.5 Announcements 49 15.6 Counterparts/Fax Signatures 49 15.7 Governing Law 50 15.8 Entire Agreement 50 15.9 Knowledge 50 15.10 Binding Effect 50 15.11 No Third-Party Beneficiaries 50 15.12 Severability 50 15.13 Interpretation 50 15.14 Change of Name 51 15.15 Schedules 51 15.16 References, Titles and Construction 51
ASSUMPTION AND RETENTION OF OBLIGATIONS. AND INDEMNIFICATION; 26 DISCLAIMERS
ASSUMPTION AND RETENTION OF OBLIGATIONS. AND INDEMNIFICATION 31 Seller’s Retention of Liabilities and Obligations 31 Environmental Indemnification 31 Indemnification 31 Survival 32 Procedure 33 No Insurance; Subrogation 34 Reservation as to Non-Parties 34 Consequential Damages 34 No Derivative Liability 34 Attorneys’ Fees 34 ARTICLE XV MISCELLANEOUS 34 Expenses 34 Notices 35 Amendments 36 Assignment 36 Counterparts/PDF and Fax Signatures 36 GOVERNING LAW; JURISDICTION, VENUE; JURY WAIVER 36 Entire Agreement 36 Binding Effect 37 No Third-Party Beneficiaries 37 Time of the Essence 37 Business Day 37 No Recordation of Agreement 37 No Waiver 37 Waiver of Trial by Jury 37 Further Assurances 37
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.
ASSUMPTION AND RETENTION OF OBLIGATIONS. Upon Closing, Buyer shall assume (as determined by the Subject Interests) all obligations (including obligations with respect to the environmental condition of the properties) arising from operations on the Properties after the Effective Time ("Assumed Obligations").
ASSUMPTION AND RETENTION OF OBLIGATIONS. BY PARTIES; INDEMNIFICATION; DISPUTE RESOLUTION 44
ASSUMPTION AND RETENTION OF OBLIGATIONS. 25 9.5 INDEMNIFICATION.............................................26
ASSUMPTION AND RETENTION OF OBLIGATIONS. (a) SELLER EXPRESSLY RETAINS RESPONSIBILITY FOR AND AGREES TO PAY, PERFORM, FULFILL AND DISCHARGE ALL CLAIMS, COSTS, EXPENSES, LIABILITIES AND OBLIGATIONS THAT MEET BOTH OF THE FOLLOWING REQUIREMENTS: (I) THEY ACCRUE OR RELATE TO THE OWNING, DEVELOPING, EXPLORING, OPERATING AND MAINTAINING OF THE INTERESTS CONVEYED TO BUYER AT THE CLOSING AND (II) THEY RELATE TO PERIODS PRIOR TO THE EFFECTIVE TIME (INCLUDING, WITHOUT LIMITATION, THOSE FOR ENVIRONMENTAL DAMAGE, INCLUDING WITHOUT LIMITATION, THOSE MATTERS SET FORTH ON SCHEDULE 3.1(J), AND FURTHER INCLUDING, WITHOUT LIMITATION, PAYMENT OF ROYALTIES AND OVERRIDING ROYALTIES, AND ALL OBLIGATIONS ARISING UNDER THE CONTRACTS), PROVIDED THAT, AS TO ENVIRONMENTAL DAMAGE ONLY, SUCH CLAIMS, COSTS, EXPENSES, LIABILITIES AND OBLIGATIONS ARE ASSERTED BY BUYER OR BY THIRD PARTIES AGAINST SELLER BY FEBRUARY 1, 2000 AS TO ENVIRONMENTAL DAMAGE.
