Common use of Seller and Buyer Clause in Contracts

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. stipulate and agree that Schedule 1 is a list intend the transfers of all amounts due and owing ---------- Receivables hereunder to be true sales by Seller to Buyer as that are absolute and irrevocable and that provide Buyer with the full benefits of ownership of the date of this Agreement pursuant to Receivables. Buyer and Seller do not intend that 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 conveyance of the joint operating agreements in effect with respect to those Purchased Assets also identified by Seller be deemed a grant of a lien 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 security interest 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 Purchased Assets by Seller to Buyer at to secure a debt or other obligation of Seller. However, in the Closings referred event that, notwithstanding the intent of the parties, any Purchased Assets are property of Seller's estate, then (i) this Agreement also shall be deemed to in Sections 2.2(b), 2.2(c)be and hereby is an assignment of mortgage and a security agreement within the meaning of the UCC, and 2.2(d(ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to Buyer, a lien on and security interest in and to all of Seller's right, title and interest in, whether now owned or hereafter acquired, to and under the Purchased Assets to secure (1) the rights of Buyer hereunder and (2) a nonrecourse loan by Buyer to Seller in the amount of the Amended related Purchase Agreement (the "Transferred Retained Interests"). Such conveyance Price of the Transferred Retained Interests has been made effective as of the Revised Effective Time. Such conveyance is executed in lieu of the exercise Purchased Assets sold by Seller or Buyer of to Buyer. Seller and Buyer, to the Retained Interests Option under Section 8.4 of the Amended Purchase extent consistent with this Agreement, shall take such actions as may be necessary to ensure that if this Agreement were deemed to create a lien on and security interest in the Amended Purchase Agreement is hereby amended Purchased Assets, such security interest would be deemed to delete be a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer under applicable law ab initio and will be maintained as such provision in its entiretythroughout the term of this Agreement.

Seller and Buyer. stipulate Buyer’s Parent and agree that Schedule 1 is a list of all amounts due and owing by Seller to Buyer Guarantor shall cooperate with each other and, as of promptly as practicable after the date of this Agreement pursuant Agreement: (i) prepare and make with any other Governmental Authority having jurisdiction over Seller, Buyer, Buyer’s Parent or the Zion Assets, all filings required to be made with respect to the Amended Purchase transactions contemplated hereby (including those specified above); (ii) effect all applications, notices, petitions and filings and execute all agreements and documents; (iii) use Commercially Reasonable Efforts to obtain the transfer or reissuance to Buyer of all Permits, Environmental Permits, consents, approvals and authorizations of all Governmental Authorities; and (iv) use Commercially Reasonable Efforts to obtain all consents, approvals and authorizations of all other parties, in the case of each of the foregoing clauses (i), (ii) and (iii), necessary or advisable to consummate the transactions contemplated by this Agreement and joint interest billings delivered prior to thx xxxx xereof to Seller (including the Required Regulatory Approvals) or required by Buyer, or its Affiliate, acting in its capacity as operator under the terms of the joint operating agreements any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, concession, contract, lease or other instrument to which Seller or Buyer, Buyer’s Parent or Guarantor is a party or by which any of them is bound. The Parties shall respond promptly to any requests for additional information made by such agencies, use their respective Commercially Reasonable Efforts to participate in effect any hearings, settlement proceedings or other proceedings ordered 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 toapplications, and that had not been distributed use their respective Commercially Reasonable Efforts to Seller as of, cause regulatory approval to be obtained at the earliest possible date after the date of this Agreement (filing. Except as otherwise provided in Section 6.7.1, 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 Parties shall equally share costs of the Amended Purchase Agreement, the applicable joint operating agreements, or otherwise preparation and review of any filing 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 Agreementany Governmental Authority, and the Amended Purchase Parties shall equally share the cost of any filing fees or other charges payable to any Governmental Authority in connection therewith. Seller and Buyer shall have the right to review in advance all characterizations of the information relating to the transactions contemplated by this Agreement is which appear in any filing made in connection with the transactions contemplated hereby amended to delete such provision and the filing Party shall consider in its entiretygood faith any revisions reasonably requested by the non-filing Party.

Seller and Buyer. stipulate shall work together and agree that Schedule 1 is a list of all amounts due cooperate in order to obtain and owing by Seller cause to be delivered to Buyer as (for Buyer's use for purposes of the date obtaining title insurance and confirmatory due diligence in respect of this Agreement pursuant to the Amended Purchase Agreement Seller's representations set forth in Section 4.4) 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 promptly as practicable following execution of this Agreement, executed and delivered copies of commitments to Buyer, in sufficient numbers of counterparts issue owner's or leasehold title insurance policies ("Title Commitments") for each Site as 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 an insurable real property interest ("Insurable Sites") in --------------- accordance with the letter agreement among the Title Company, Seller and Buyer. The costs of obtaining the Title Commitments and title insurance policies pursuant to Buyer all Retained Interests excepted and reserved by Seller the Title Commitments (the "Title Policies") (at the rate of $1,100 -------------- per Site up to a maximum of $2,132,900 in the Conveyances executed aggregate, which includes "breakage" and delivered "cancellation" fees associated therewith) and fees of the Title Company for attendance at the Closings shall, subject to the last sentence of this Section 6.12(a), be shared equally by Buyer and Seller, and at the Initial Closing, Buyer shall reimburse Seller for Buyer's portion of such costs (to the extent that Buyer's portion of such costs was initially borne by Seller). Except as provided in Section 3.2, any title insurance premiums or costs relating to the Title Policies (other than fees of the Title Company for attendance at the Closings) which are in excess of the $1,100 per Site average or in excess of $2,132,900 in the aggregate shall be paid by Buyer. If, at any proposed Closing (other than the Final Closing) relating to any Insurable Site for which a Title Commitment shall have been issued, Buyer shall be unable to obtain a Title Policy insuring its interest in such Site notwithstanding Buyer's having exercised its commercially reasonable efforts to do so, then, provided that Buyer shall continue to exercise commercially reasonable efforts to obtain such Title Policy, Buyer shall have the right to defer the transfer and assignment of such Site to the next Closing hereunder; provided, however, that, -------- ------- notwithstanding the foregoing, (x) provided that Seller has reasonably cooperated with Buyer in selecting the Sites to be transferred and assigned to Buyer at the Closings referred Initial Closing, in no event shall Buyer have the right to in Sections 2.2(b), 2.2(c)defer the transfer and assignment of any Site if the effect of such deferral would be that fewer than 350 Sites would be transferred and assigned at the Initial Closing, and 2.2(d(y) Buyer's ability to obtain Title Policies for any or all of the Sites in and of itself shall not be a closing condition hereunder, and any Sites the transfer and assignment of which shall have been deferred pursuant to this sentence shall be transferred and assigned at the next Closing following the date on which Buyer is able to obtain Title Insurance therefor (Buyer hereby agreeing to continue to exercise commercially reasonable efforts to do so) or, if Buyer shall have continued to be unable to obtain Title Insurance therefor, at the Final Closing, regardless of the state of title therefor, subject to the other conditions of this Agreement. Buyer acknowledges and agrees that, unless the conditions set forth in Article VIII shall fail to be satisfied, Buyer shall be obligated to purchase all of the Sites (other than Excluded Sites and Strategic Sites) regardless of the state (or absence) of title thereto, the Amended Purchase Agreement (title defects or other Liens applicable thereto, or the "Transferred Retained Interests")inability to obtain a Title Commitment or Title Policy therefor. 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 Any amounts incurred by Seller or Buyer pursuant to this Section 6.12 shall be applied toward the Cap described in Section 10.3. Seller's obligations pursuant to the second and third sentences of the Retained Interests Option under this Section 8.4 of the Amended Purchase Agreement, 6.12(a) shall be determined as if all Excluded Sites and the Amended Purchase Agreement is hereby amended to delete such provision in its entiretyall Strategic Sites were Sites.