ASSUMPTION AND RETENTION OF OBLIGATIONS. INDEMNIFICATION 33 14.1 Buyer’s Assumption of Liabilities and Obligations 33 14.2 Seller’s Retention of Liabilities and Obligations 33 14.3 Buyer’s Plugging and Abandonment Obligations 33 14.4 Indemnification 34 14.5 Procedure 35 (continued) 14.6 No Insurance; Subrogation 36 14.7 Reservation as to Non-Parties 36 ARTICLE 15 MISCELLANEOUS 36 15.1 Exhibits, Etc 36 15.2 Notices 36 15.3 Amendments 37 15.4 Assignment 37 15.5 Press Releases 37 15.6 Headings 37 15.7 Counterparts 37 15.8 References 38 15.9 Governing Law 38 15.10 Removal of Signs 38 15.11 Binding Effect 38 15.12 Survival 38 15.13 No Third-Party Beneficiaries 38 15.14 Limitation on Damages 38 15.15 Severability 38 15.16 Knowledge 38 15.17 Aspen as Seller Representative 38 15.18 Waiver 39 I Initial Sellers Recitals II Additional Sellers Recitals III Form of Direct Joinder Agreement Recitals IV Form of Indirect Joinder Agreement Recitals V Persons Subject to Voting Agreement Recitals VI Form of Voting Agreement Recitals VII Form of Aspen Press Release 15.5 VIII Form of Aspen 8-K 15.5 A-1 Leases and Lands 1.2.a A-2 Xxxxx 1.2.b A-3 Rights-of-Way and Surface Leases 1.2.e A-4 Equipment and Facilities 1.2.e A-5 Seismic Data 1.2.f B Material Agreements 1.2.d C Allocated Values 2.4 C-1 – Allocated Value by Seller C-2 – Allocated Value by Well D Form of Assignment and Xxxx of Sale 11.2.a E Aspen’s Wire Instructions 2.2 and 11.2.c F Sellers’ Certificate 11.2.e G Buyer’s Certificate 11.2.f H Non-Foreign Affidavit 11.2.g . I Suspense Accounts 12.2 6.12 Consents and Preference Rights 6.12 This PURCHASE AND SALE AGREEMENT (“Agreement”), dated February 18, 2009, is by and among Aspen Exploration Corporation, a Delaware corporation, whose address is 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 (“Aspen”), the persons identified on Annex I hereto (such persons, together with Aspen, being hereinafter referred to as the “Initial Sellers”), and Venoco, Inc., a Delaware corporation, whose address is 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000-0000 (“Buyer”).
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. AND INDEMNIFICATION; DISCLAIMERS 38
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 31 ARTICLE XV MISCELLANEOUS 34
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 43 14.1 Buyer’s Assumption of Liabilities and Obligations 43 14.2 Indemnification 44 14.3 Procedure 48 14.4 Reservation as to Non-Parties 49 14.5 Exclusive Remedy 49 14.6 Waiver of Right to Rescission 49 ARTICLE 15 MISCELLANEOUS 50 15.1 Exhibits and Schedules 50 15.2 Expenses 50 15.3 Notices 50 15.4 Entire Agreement 51 15.5 Amendments and Waivers 51 15.6 Assignment 51 15.7 Press Releases 51 15.8 Counterparts 52 15.9 Headings, References, Titles and Construction 52 15.10 Governing Law; Consent to Jurisdiction and Venue; Waiver of Jury Trial 53 15.11 Binding Effect 53 15.12 Survival 53 15.13 No Third-Party Beneficiaries 53 15.14 Limitation on Damages 54 15.15 Severability 54
ASSUMPTION AND RETENTION OF OBLIGATIONS. INDEMNIFICATION 54
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. 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.
