Common use of ASSUMPTION AND RETENTION OF OBLIGATIONS Clause in Contracts

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. INDEMNIFICATION 33 BY PARTIES; INDEMNIFICATION; DISPUTE RESOLUTION 44 14.1 Buyer’s Assumption of Liabilities and Obligations 33 44 14.2 Seller’s Retention of Liabilities and Obligations 33 45 14.3 Buyer’s Plugging and Abandonment Obligations 33 Invoices for Property Expenses Received After the Settlement Date 45 14.4 Indemnification 34 45 14.5 Procedure 35 (continued) 46 14.6 Dispute Resolution 47 14.7 No Insurance; . Waiver of Subrogation 36 14.7 Rights 48 14.8 Reservation as to Non-Parties 36 48 ARTICLE 15 15. MISCELLANEOUS 36 48 15.1 Exhibits, Etc 36 Expenses 48 15.2 Notices 36 48 15.3 Amendments 37 Amendments/Waiver 50 15.4 Assignment 37 50 15.5 Press Releases 37 Announcements 50 15.6 Headings 37 Counterparts/Fax or pdf Signatures 50 15.7 Counterparts 37 Governing Law: Jurisdiction 50 15.8 References 38 Entire Agreement 51 15.9 Governing Law 38 Knowledge 51 15.10 Removal of Signs 38 15.11 Binding Effect 38 51 15.11 Limitation on Damages 51 15.12 Survival 38 15.13 No Third-Party Beneficiaries 38 51 15.13 Condition Precedent 51 15.14 Limitation on Damages 38 Exhibits and Schedules 51 15.15 Severability 38 References, Titles and Construction 51 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 Further Assurances 52 SCHEDULE 2.6.E Authorized Capital SCHEDULE 6.5 Litigation SCHEDULE 6.13 Hydrocarbon Sales Contracts SCHEDULE 6.15 Imbalances and Inventory SCHEDULE 6.18 Obligatory Operations or Expenditures SCHEDULE 7.4 Buyer’s Litigation SCHEDULE 7.5 Buyer’s Liabilities SCHEDULE 8.1.B Compulsory Proposed Operations EXHIBIT A - Leases and Lands 1.2.a A-2 EXHIBIT B - Xxxxx 1.2.b A-3 RightsEXHIBIT X-of-Way and Surface Leases 1.2.e A-4 Equipment and Facilities 1.2.e A-5 Seismic Data 1.2.f B x Allocated Value Schedule EXHIBIT C - Material Agreements 1.2.d C Allocated Values 2.4 C-1 – Allocated Value by Seller C-2 – Allocated Value by Well EXHIBIT D Form of Assignment - Preference Rights and Required Consents EXHIBIT E - Assignment, 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 Conveyance EXHIBIT F- Form of Affidavit of Non-Foreign Affidavit 11.2.g Status EXHIBIT G- Form of Buyer’s Officer Certificate EXHIBIT H- Form of Seller’s Officer Certificate EXHIBIT I- Synergy Common Stock IOU EXHIBIT J- Notice of Release, Termination and Extinguishment of Farmout Agreement EXHIBIT K- Escrow Agreement 10-Q 2.6.E 1031 Assets 1.5 75% NRI 4.1.A AAA 14.6 Agreement Preamble Allocated Value 2.3 Arbitrator 14.6 Asset 2.3 Assets 1.2 Assignment 12.3.A Assumed Liabilities 14.1 Audited Financial Statements 10B.2 Buyer Preamble Buyer’s Environmental Liabilities 5.2.B Cash Consideration 2.1 Casualty Loss 4.6 CERCLA 6.14(B) Claim 14.5.B Claim Notice 14.5.A Closing 12.1 Closing Amount 12.3.C Closing Date 12.1 Code 1.5 Consents Exclusion Adjustment 4.7.A.5 XXXXX 2.5.B Costs 6A.1 Cure Period 4.3.F Data 1.2.I Defensible Title 4.1.A Deposit 2.2 Disputed Asset 4.4 Disputes 14.6 Effective Date Recitals Effective Time Preamble Environmental Condition 5.1 Environmental Cure Period 5.5.F Environmental Defect 5.1 Environmental Defect Adjustment 5.5.D Environmental Defect Date 5.4 Environmental Defect Deductible 5.5.G Environmental Defect Notice 5.1 Environmental Defect Value 5.1 Environmental Law 5.1 Equipment 1.2.C Escrow Agent 2.2 Escrow Agreement 2.2 Excluded Xxxxx 1.3.J Farmout Recitals Final Purchase Price 13.1.A Final Settlement Date 13.1.A Final Settlement Statement 13.1.A Financial Statement Notice 10.B.3 Governmental Entity 5.1 Hazardous Materials 5.1 Hydrocarbons 1.2.A Imbalance Volumes 6.15.A Indemnification Deductible 14.4.A Indemnified Party 14.5.A Indemnifying Party 14.5.A Individual Environmental Defect Threshold 5.1 Individual Title Defect Threshold. I Suspense Accounts 12.2 6.12 Consents and 4.1.C Information 8.3.A Initial Disclosures 6A.1 Interest Addition 4.5 Interest Addition Adjustment 4.5 Knowledge of Buyer 15.9 Knowledge of Seller 15.9 Known Environmental Defect 5.8 Known Title Defect 4.8 Lands 1.2.A Leases 1.2.A Like-Kind Exchange 1.5 Losses 14.4 Material Agreements 6.8 MRPC Recitals MRPC Assets 1.2 MRPC Purchase Price 12.3.D Net Casualty Loss 4.6 NORM 5.2.A NRI Recitals Outside Closing Date 12.1 Party or Parties Preamble Permitted Encumbrances 4.1.B Post-Closing Liability Cap 14.4.A Preference Rights 6.12 4.7 Preference Rights Exclusion Adjustment 4.7.B.1 Preliminary Settlement Statement 2.5.A Production 6A.1 Property Expenses 2.5.B Purchase Price 2.1 QI 1.5 Records 1.2.J Release 5.1 Remediation 5.1 Remediation Cost 5.1 Required Consents 4.7.A.1 Reserves 6A.1 Retained Assets 1.3 Retained Liabilities 14.2 Scheduled Imbalances 6.15 Securities Act 2.6.A Seller Preamble Seller’s Environmental Liabilities 5.2.A Share Delivery Date 2.6.B Shares 2.6.A Special Governmental Consents 4.7.A.1 Stock Consideration 2.1 Subject Lands Recitals Supporting Documentation 4.2.A Suspense Claim 8.3.F Synergy Preamble Taxes 9.1 Title Defect 4.1.C Title Defect Adjustment 4.3.D Title Defect Date 4.2.A Title Defect Deductible 4.3.G Title Defect Notice 4.2.A Title Defect Value 4.1.D Transaction Preamble Trilogy Preamble VSL Override Recitals Value of Interest Addition 4.5 Xxxxx 1.2.B WI 4.1.A This PURCHASE AND SALE AGREEMENT Purchase and Sale Agreement (the “Agreement”), dated February 18executed this 16th day of September, 20092013, but effective as of July 1, 2013 (the “Effective Date”) at 12:01 a.m. Mountain Daylight Saving Time (the “Effective Time”), is by and among Aspen Exploration between Trilogy Resources, LLC, a Colorado limited liability company, located at 0000 Xxxxx Xxxxx #000, Xxxxxxxx, XX 00000 (hereinafter referred to as “Seller” or “Trilogy”) and Synergy Resources Corporation, a Delaware Colorado corporation, whose address is 0000 X. Xxxxxx Xxxxxxlocated at 00000 Xxxxxxx 00, Xxxxx 000, XxxxxxXxxxxxxxxxx, Xxxxxxxx 00000 (“Aspen”), the persons identified on Annex I hereto (such persons, together with Aspen, being hereinafter referred to as the “Initial SellersBuyer” or “Synergy”), . The transaction contemplated by this Agreement may be referred to as the “Transaction”. Seller and Venoco, Inc., Buyer may be referred to individually as a Delaware corporation, whose address is 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000-0000 (“BuyerParty” or collectively as the “Parties”).

ASSUMPTION AND RETENTION OF OBLIGATIONS. AND INDEMNIFICATION 33 29 14.1 Buyer’s Assumption of Liabilities and Obligations 33 29 14.2 Seller’s Retention of Liabilities and Obligations 33 30 14.3 BuyerIndemnification 30 14.4 Limitation on Seller’s Plugging and Abandonment Indemnity Obligations 33 14.4 Indemnification 34 30 14.5 Procedure 35 (continued) 31 14.6 No Insurance; Subrogation 36 33 14.7 Reservation as to Non-Parties 36 33 ARTICLE 15 XV MISCELLANEOUS 36 33 15.1 Exhibits, Etc 36 Expenses 33 15.2 Notices 36 33 15.3 Amendments 37 34 15.4 Assignment 37 34 15.5 Press Releases 37 Announcements 34 15.6 Headings 37 Counterparts/Fax Signatures 35 15.7 Counterparts 37 15.8 References 38 15.9 Governing Law 38 35 15.8 Entire Agreement 35 15.9 Knowledge 35 15.10 Removal of Signs 38 15.11 Binding Effect 38 35 15.11 Survival 35 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 35 15.13 Parent Guaranty 35 EXHIBIT A Easements EXHIBITS B-1 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 B-6 Gathering Systems EXHIBIT B-7 Ft. Xxxxxx Plant EXHIBIT C Material Agreements 1.2.d C Allocated Values 2.4 C-1 – Allocated Value by Seller C-2 – Allocated Value by Well EXHIBIT D Form of Assignment Existing Claims and Litigation EXHIBIT E Capital and Expense Projects EXHIBIT F Assignment, Xxxx of Sale 11.2.a E Aspen’s Wire Instructions 2.2 and 11.2.c F Sellers’ Certificate 11.2.e Conveyance EXHIBIT G Buyer’s Officer Certificate 11.2.f EXHIBIT H Seller’s Officer Certificate EXHIBIT I Certificate of Non-Foreign Affidavit 11.2.g . I Suspense Accounts 12.2 6.12 Consents 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 Preference Rights 6.12 NGL Purchase Agreement SCHEDULE 5.1 Form of Indemnity SCHEDULE 6.9 Exceptions to Compliance with Laws This PURCHASE AND SALE AGREEMENT Purchase and Sale Agreement (“Agreement”), dated February 18January 14, 20092011, is by and among Aspen Exploration Corporation, a Delaware corporation, whose address is 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 between Encana Oil & Gas (“Aspen”), the persons identified on Annex I hereto (such persons, together with Aspen, being hereinafter referred to as the “Initial Sellers”), and Venoco, USA) Inc., a Delaware corporation, whose address is 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 0000000000 (“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 33 23 14.1 Buyer’s Assumption of Liabilities and Obligations 33 Obligations. 23 14.2 Seller’s Sellers’ Retention of Liabilities and Obligations 33 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 Plugging and Abandonment Obligations 33 14.4 Indemnification 34 of Sellers. 25 C. Release. 25 14.5 Procedure 35 (continued) Procedure. 25 A. Coverage. 25 B. Claim Notice. 25 C. Information. 25 14.6 Dispute Resolution. 26 14.7 No Insurance; Subrogation 36 14.7 Subrogation. 26 14.8 Reservation as to Non-Parties 36 Parties. 27 ARTICLE 15 MISCELLANEOUS 36 27 15.1 Exhibits, Etc 36 Expenses. 27 15.2 Notices 36 Notices. 27 15.3 Amendments 37 Amendments/Waiver. 28 15.4 Assignment 37 Assignment. 28 15.5 Press Releases 37 Announcements. 28 15.6 Headings 37 Counterparts/Fax Signatures. 28 15.7 Counterparts 37 Governing Law. 28 15.8 References 38 Entire Agreement. 28 15.9 Governing Law 38 15.10 Removal of Signs 38 Knowledge. 28 15.1 Binding Effect. 29 15.11 Binding Effect 38 Survival. 29 15.12 Survival 38 Limitation on Damages. 29 15.13 No Third-Party Beneficiaries 38 Beneficiaries. 29 15.14 Limitation on Damages 38 Several Liability. 29 15.15 Severability 38 Condition Precedent. 29 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 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 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 (this “Agreement”), dated February 18May 25, 20092011, is by and among Aspen Exploration CorporationTxxxxx Family Investments, LLLP, a Delaware corporationColorado 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 0000 10000 X. Xxxxxx Xxxxx, Unit 142, Englewood, Colorado 80111, and Arête Industries, Inc., 7000 Xxxxxxx Xxxxxx, Xxxxx 000Xxxxxxxxxxx, XxxxxxXX 00000, Xxxxxxxx 00000 (“AspenBuyer”). 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 persons identified on Annex I hereto (such persons, together with Aspen, being hereinafter “Parties.” The transaction contemplated by this Agreement may be referred to as the “Initial SellersTransaction.”), 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 33 14.1 41 15.1 Buyer’s Assumption of Liabilities and Obligations 33 14.2 41 15.2 Seller’s Retention of Liabilities and Obligations 33 14.3 Buyer’s Plugging and Abandonment Obligations 33 14.4 41 15.3 Indemnification 34 14.5 42 15.4 Procedure 35 (continued) 14.6 42 15.5 No Insurance; Subrogation 36 14.7 43 15.6 Reservation as to Non-Parties 36 44 ARTICLE 15 XVI MISCELLANEOUS 36 15.1 Exhibits, Etc 36 15.2 44 16.1 Expenses 44 16.2 Notices 36 15.3 44 16.3 Amendments 37 15.4 45 16.4 Assignment 37 15.5 Press Releases 37 15.6 Headings 37 15.7 45 16.5 Announcements 45 16.6 Confidentiality Agreement 45 16.7 Confidentiality 45 16.8 Counterparts 37 15.8 References 38 15.9 45 16.9 Governing Law 38 15.10 Removal of Signs 38 15.11 45 16.10 Entire Agreement 46 16.11 Binding Effect 38 15.12 46 16.12 Survival 38 15.13 46 16.13 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 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 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 Assignment, Bilx xx Sale 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 Conveyance EXHIBIT F-1 Form of Assignment of Oil and Xxxx of Sale 11.2.a E Aspen’s Wire Instructions 2.2 and 11.2.c F Sellers’ Certificate 11.2.e Gas Leases EXHIBIT 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 Capital Projects PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (“Agreement”)) is made and entered into this 2nd day of November, dated February 182007, 2009but effective October 1, is by and among Aspen Exploration Corporation, a Delaware corporation, whose address is 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000 2007 (the “AspenEffective Date”), the persons identified on Annex I hereto by and between PetroHunter Heavy Oil Ltd. (such persons, together with Aspen, being hereinafter referred to as the “Initial SellersSeller”), and Venoco, Inc., a Delaware corporation, whose address is 000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000-0000 Pearl Exploration and Production Ltd. (“Buyer”). Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”