Seller and Buyer Sample Clauses
Seller and Buyer. May Affirm or Terminate
Seller and Buyer stipulate and agree that Schedule 1 is a list of all amounts due and owing by Seller to Buyer as of the date of this Agreement pursuant to the Amended Purchase Agreement and joint interest billings delivered prior to thx xxxx xereof to Seller by Buyer, or its Affiliate, acting in its capacity as operator under the terms of the joint operating agreements in effect with respect to those Assets also identified on Schedule 1, net of all production revenues attributable to the interests of Seller in such Assets received by Buyer, or its Affiliate, prior to, and that had not been distributed to Seller as of, the date of this Agreement (the "Unpaid Obligations"). Buyer hereby releases, remises, acquits, and forever discharges Seller from the obligation to pay, and waives and relinquishes to Seller any Claim that Buyer may have against Seller under the terms of the Amended Purchase Agreement, the applicable joint operating agreements, or otherwise with respect to, the Unpaid Obligations. In consideration of such release, discharge, and waiver by Buyer, Seller has, concurrently with the execution of this Agreement, executed and delivered to Buyer, in sufficient numbers of counterparts to facilitate recording in all relevant jurisdictions, an Assignment, Bill of Sale, and Conveyance sxxxxantially in the form attached hereto as Exhibit F, pursuant to which Seller has conveyed to Buyer all Retained Interests excepted and reserved by Seller in the Conveyances executed and delivered by Seller to Buyer at the Closings referred to in Sections 2.2(b), 2.2(c), and 2.2(d) of the Amended Purchase Agreement (the "Transferred Retained Interests"). Such conveyance of the Transferred Retained Interests has been made effective as of the Revised Effective Time. Such conveyance is executed in lieu of the exercise by Seller or Buyer of the Retained Interests Option under Section 8.4 of the Amended Purchase Agreement, and the Amended Purchase Agreement is hereby amended to delete such provision in its entirety.
Seller and Buyer shall promptly prepare an appropriate application for the FCC Consent and shall file the application with the FCC within ten (10) business days of the execution of this Agreement. The parties shall prosecute the application with all reasonable diligence and otherwise use their best efforts to obtain a grant of the application as expeditiously as practicable. Each party agrees to comply with any condition imposed on it by the FCC Consent, except that no party shall be required to comply with a condition if (1) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any of its representations, warranties, or covenants under this Agreement, and (2) compliance with the condition would have a material adverse effect upon it. Buyer and Seller shall oppose any requests for reconsideration or judicial review of the FCC Consent. If the Closing shall not have occurred for any reason within the original effective period of the FCC Consent, and neither party shall have terminated this Agreement under Section 9, the parties shall jointly request an extension of the effective period of the FCC Consent. No extension of the FCC Consent shall limit the exercise by either party of its rights under Section 9.
Seller and Buyer each (a) has agreed to permit the use from time to time, where appropriate, of telecopy signatures in order to expedite the transaction contemplated by this Agreement, (b) intends to be bound by its respective telecopy signature, (c) is aware that the other will rely on the telecopied signature, and (d) acknowledges such reliance and waives any defenses to the enforcement of this Agreement and the documents affecting the transaction contemplated by this Agreement based on the fact that a signature was sent by telecopy only.
Seller and Buyer agree the provisions of this Agreement shall be kept confidential except as disclosure may be required by applicable law, rules and regulations of governmental agencies or stock exchanges. Buyer shall inform Seller of all such disclosures by Buyer.
Seller and Buyer hereto covenant and agree that the terms and provisions of this Agreement and all information and data obtained in connection with this Agreement shall be treated as confidential. If this Agreement is terminated for any reason, the foregoing covenant shall survive the termination; if this Agreement is not so terminated then the foregoing covenant shall be deemed terminated at Closing.
Seller and Buyer shall each promptly prepare and file a notification with the Justice Department and the FTC as required by the HSR Act. Seller and Buyer shall cooperate with each other in connection with the preparation of such notification and shall provide the other such information and assistance as the other may reasonably request to complete such notification, and shall provide a copy of such notification to the other prior to filing. Each of Seller and Buyer shall keep confidential all information about the other obtained in connection with the preparation of such notification. Buyer and Seller shall share equally the payment of the filing fee required under the HSR Act. Buyer and Seller shall keep each other apprised of the status of any communications with, and inquiries or requests for additional information from, any Governmental Body including the Justice Department and the FTC. Buyer and Seller shall use their reasonable efforts to obtain any clearance required under the HSR Act for the Contemplated Transactions in accordance with the terms and conditions hereof. Nothing contained in this Agreement will require or obligate Buyer or its Affiliates to: (a) initiate, pursue or defend any litigation to which any Governmental Body (including the Justice Department and the FTC) is a party; (b) agree to otherwise become subject to any limitations on their, or the Acquired Companies', respective rights effectively to acquire, control or operate their businesses or exercise full rights of ownership of the Business or all or any portion of the Assets; (c) agree or otherwise be required to sell or otherwise dispose of, hold separate (through the establishment of a trust or otherwise), or divest themselves of all or any portion of the Business or the business, assets or operations of Buyer or any of its Affiliates, or (d) otherwise take any action which, in the judgment of Buyer, in its sole discretion, would materially and adversely affect the value of the Contemplated Transactions; and no representation, warranty or covenant of Buyer contained in this Agreement shall be breached or deemed breached as a result of the failure by Buyer or any of its Affiliates to take any of the actions specified in this sentence.
Seller and Buyer acknowledge that all references to the “Agreement” in the Agreement and in any related agreements or documents shall refer to the Agreement as amended by the First Amendment, the Second Amendment and this Third Amendment.
Seller and Buyer singularly and plurally, warrant and agree that each shall use its commercially reasonable efforts to take or cause to be taken all such action as may be necessary to consummate and make effective the transaction as set forth in this Agreement and to assure that it will not be under any material corporate, legal, or contractual restriction that would prohibit or delay the timely consummation of such transaction.
Seller and Buyer and each of their affiliates, successors and assigns shall cooperate with each other in the defense of any suit, action, investigation, proceeding or claim by a third party and, during normal business hours, shall afford each other access to their books and records and employees relating to such suit, action, investigation, proceeding or claim and shall furnish each other all such further information that they have the right and power to furnish as may reasonably be necessary to defend such suit, action, investigation, proceeding or claim.