Seller’s and Xxxxx’s Respective Obligations Sample Clauses

Seller’s and Xxxxx’s Respective Obligations. For those Interests offered for sale which have cumulative gas imbalances, Seller represents, to the best of its knowledge, and Xxxxx acknowledges that any such imbalances as detailed in Schedule 15.1 were based upon either operator statements or Seller estimates. Seller makes no representation as to and disclaims any and all warranties regarding the accuracy of such statements or estimates. Buyer has or will have performed its own due diligence inquiry into the cumulative gas imbalances to Xxxxx’s own satisfaction, has independently determined the actual cumulative gas balancing status of the Interests, and has made its decision to purchase the Interests solely in reliance upon Xxxxx’s own investigation, subject only to the recourse provided for in this ARTICLE 15. Accordingly, from and after the Effective Time, any and all benefits, obligations, and liabilities associated with such gas imbalance(s) shall accrue to and be the responsibility of Buyer, irrespective of any subsequent discovery by either Buyer or Seller that the actual cumulative gas imbalance(s) relating to any of the Interests as of the Effective Time was other than that relied upon by either Party in electing to purchase or sell. Buyer shall assume, indemnify and hold the Seller Indemnitees harmless for Seller’s actual overproduced or underproduced position in the Interests as of the Effective Time.
Sample 1
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Related to Seller’s and Xxxxx’s Respective Obligations

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

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