Covenants and Agreements of Buyer. Buyer covenants and agrees with Seller as follows:
Covenants and Agreements of Buyer. Buyer shall have performed and complied in all material respects with all of the covenants and agreements hereunder required to be performed and complied with by it prior to the Closing.
Covenants and Agreements of Buyer. Buyer covenants and agrees with Seller that:
Covenants and Agreements of Buyer. Buyer agrees that from the date hereof until the Closing, unless otherwise consented to by Seller in writing, it will fulfill the following covenants and agreements:
Covenants and Agreements of Buyer. 28 Section 7.1 Confidentiality..............................................................28 Section 7.2 Notice of Certain Events.....................................................28
Covenants and Agreements of Buyer. Buyer covenants and agrees with Seller that at Closing or as soon as practical thereafter, but no later than 30 days after the Closing, Buyer or its designee shall provide replacement instruments for each bond or similar contingent obligation given by Seller securing its, or its contract operator’s, obligations relating to the Purchased Assets, set forth on Exhibit D (collectively, the “Instruments”). As soon as practical after Closing, but no later than 30 days after the Closing, Buyer and Seller shall use their commercially reasonable efforts to obtain the release of the Purchased Assets and/or Seller from the Instruments and Buyer shall indemnify and hold Seller harmless for claims related to or arising out of any failure by Buyer to obtain such releases.
Covenants and Agreements of Buyer. Buyer shall have performed and complied with all of its covenants and agreements hereunder in all material respects through the Closing, and Seller shall have received a certificate signed by a duly authorized officer of Buyer confirming the foregoing as of the Closing Date.
Covenants and Agreements of Buyer. 27 7.1. Confidentiality............................................ 27 7.2. Corporate Action........................................... 28 7.3. Access..................................................... 28 ARTICLE 8.
Covenants and Agreements of Buyer. Buyer covenants and agrees with Seller that:
(a) Buyer shall use its best efforts to ensure that as of the Closing Date it will not be under any material legal or contractual restriction that would prohibit or delay the timely consummation of such transaction.
(b) Buyer shall, subject to the applicable terms of existing operating agreements, take over operations as of 7:00 a.m. local time at the wellsites on the Closing Date, with respect to Seller-operated Wellx xxxluded in the Interests assigned to Buyer at the Closing. Upon taking over operations, Buyer will post all necessary state, federal and local bonds and shall assist Seller in having Seller's existing bonds released, or in the alternative, having the wellx xxxrated by Buyer released from Seller's existing bond.
(c) Certain of the Leases are burdened or encumbered by and subject to that certain Member Gas Purchase Agreement dated effective January 1, 1996, ("Member Agreement") among Apache Corporation and MW Petroleum Corporation, as Sellers, and Producers Energy Marketing, LLC, as Buyer, as described on EXHIBIT "C" hereto. Before Closing, Seller will make good faith, commercially reasonable efforts to obtain releases of certain requirements insofar as they affect such Leases. If such releases are not obtained, such Leases shall remain subject to the terms and conditions of the Member Agreement, and as of the Effective Time, Seller shall assume all duties and obligations of Buyer thereunder insofar as they affect such Leases.
(d) Purchaser acknowledges and confirms that it has been advised by Apache of and has received information concerning the following:
(1) Apache and The Municipal Gas Authority of Georgia ("MGAG"), entered into an agreement dated December 20, 1994, wherein Apache, in exchange for the advance payment of certain consideration, agreed to sell MGAG certain volumes of natural gas with the incremental delivery of same to occur annually for a period of years set forth therein ("MGAG-2 Transactions"). To ensure the delivery of the pre-purchased natural gas volumes by Apache to MGAG, MGAG received from Apache a security interest in Apache's interest in certain wellx xxx/or properties more specifically described in exhibits to the MGAG-2 Transactions documents.
(2) Apache and MGAG entered into an agreement dated effective September 1, 1997, wherein Apache, in exchange for the advance payment of certain consideration, agreed to sell MGAG certain volumes of natural gas with the incrementa...
Covenants and Agreements of Buyer. Buyer covenants and agrees as follows: Buyer shall not engage in any practice, take any action, or enter into any transaction which would cause any representation or warranty set forth in Article 6 hereof to be untrue or incorrect in any material respect. Buyer shall as soon as reasonably practicable give to Seller full details of any material breach of any of the representations and warranties set forth in Article 6.
