Whitemap Area. (a) The Parties acknowledge that although Vendor has prepared, and Purchaser has reviewed, the Schedules attached hereto, they recognize that there may be unintended omissions or misdescriptions. As such, the Parties acknowledge and agree that it is their intention that, in addition to those Assets included and specified in the Schedules hereto, the Assets shall include Quattro’s entire interest in and to all Petroleum and Natural Gas Rights, Tangibles and Miscellaneous Interests (as those terms are defined herein) which fall within the Whitemap Area, any of such additional unscheduled Assets, being the "Unscheduled Assets", and that the Purchase Price includes consideration for such Unscheduled Assets. (b) To the extent that any Unscheduled Assets are identified by either Party after the Closing Date, the Parties shall use all reasonable efforts to replace the affected Schedules attached hereto with corrected Schedules, which corrected Schedules shall be deemed to be the applicable Schedule as of the date hereof, and to take such additional steps as are necessary to specifically convey Quattro’s interest in such Unscheduled Assets to Purchaser. (c) The Parties further acknowledge that all liabilities and obligations associated with the Unscheduled Assets shall likewise be assumed by Purchaser in accordance with the terms hereof applicable to the Assets.
Appears in 3 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement, Asset Purchase Agreement
Whitemap Area. (a) The Parties acknowledge that although Vendor has prepared, and Purchaser has reviewed, the Schedules attached hereto, they recognize that there may be unintended omissions or misdescriptions. As such, the Parties acknowledge and agree that it is their intention that, in addition to those Assets included and specified in the Schedules hereto, the Assets shall include QuattroVendor’s entire interest in and to all Petroleum and Natural Gas Rights, Tangibles and Miscellaneous Interests (as those terms are defined herein) which fall within the Whitemap Area, any of such additional unscheduled Assets, being the "“Unscheduled Assets"”, and that the Purchase Price includes consideration for such Unscheduled Assets.. The Parties acknowledge that the Schedules are incomplete. During the due diligence investigation period provided for in Section 11.2(d)(iv), the Purchaser and the Vendor shall use commercially reasonable efforts to finalize a complete listing of the Vendor’s ▇▇▇▇▇, Facilities and Pipelines and revise Schedule A and attach a completed listing of the Assumed Contracts in Schedule E.
(b) To the extent that any Unscheduled Assets are identified by either Party after the Closing DateDate or to the extent that any Assets are undeliverable by the Vendor or were erroneously included on the Schedules, the Parties shall use all reasonable efforts to replace the affected Schedules attached hereto with corrected Schedules, which corrected Schedules shall be deemed to be the applicable Schedule as of the date hereof, and to take such additional steps as are necessary to specifically convey QuattroVendor’s interest in such Unscheduled Assets to Purchaser.
(c) The Parties further acknowledge that all liabilities and obligations associated with the Unscheduled Assets shall likewise be assumed by Purchaser in accordance with the terms hereof applicable to the Assets.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Gryphon Digital Mining, Inc.)