Governmental
Authorities of the assignment of the Assets to Buyer and (d) actively pursue all
other consents and approvals (at no out-of-pocket cost to Buyer) that may be
required in connection with the assignment of the Assets to Buyer and the
assumption of the Liabilities assumed by Buyer hereunder, that, in each case,
shall not have been obtained prior to Closing. Buyer obligates itself to take
any and all action reasonably required by any Governmental Authority in order to
obtain such unconditional approval, including the posting of any and all bonds
or other security that may be required in excess of its existing lease, pipeline
or area-wide bond. To the extent necessary, the Parties shall revise the
information included on any applicable exhibit to the Assignment or Deed to
comply with the recording requirements of the applicable county.
15.10
Entire Agreement; Conflicts.
(a)
THIS AGREEMENT, THE EXHIBITS AND SCHEDULES HERETO, THE TRANSACTION
DOCUMENTS, THE ACCESS AGREEMENT AND THE CONFIDENTIALITY AGREEMENT COLLECTIVELY
CONSTITUTE THE ENTIRE AGREEMENT AMONG SELLER AND BUYER PERTAINING TO THE SUBJECT
MATTER HEREOF AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS, NEGOTIATIONS
AND DISCUSSIONS, WHETHER ORAL OR WRITTEN, OF SELLER AND BUYER PERTAINING TO THE
SUBJECT MATTER HEREOF.
(b)
The Parties expressly acknowledge and agree that, in the event that
Closing occurs, then subject to Section 12.2, the Confidentiality Agreement
shall be terminated in its entirety effective as of the Closing Date.
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(c)
THERE ARE NO WARRANTIES, REPRESENTATIONS OR OTHER AGREEMENTS AMONG SELLER
AND BUYER RELATING TO THE SUBJECT MATTER HEREOF EXCEPT AS SPECIFICALLY SET FORTH
IN THIS AGREEMENT, THE TRANSACTION DOCUMENTS, THE ACCESS AGREEMENT AND THE
CONFIDENTIALITY AGREEMENT, AND SELLER SHALL NOT BE BOUND BY OR LIABLE FOR ANY
ALLEGED REPRESENTATION, PROMISE, INDUCEMENT OR STATEMENTS OF INTENTION NOT SO
SET FORTH. IN THE EVENT OF A CONFLICT BETWEEN THE TERMS AND PROVISIONS OF THIS
AGREEMENT AND THE TERMS AND PROVISIONS OF ANY EXHIBIT HERETO, THE TERMS AND
PROVISIONS OF THIS AGREEMENT SHALL GOVERN AND CONTROL; PROVIDED, HOWEVER, THAT
THE INCLUSION IN ANY OF THE EXHIBITS HERETO OF TERMS AND PROVISIONS NOT
ADDRESSED IN THIS AGREEMENT SHALL NOT BE DEEMED A CONFLICT, AND ALL SUCH
ADDITIONAL PROVISIONS SHALL BE GIVEN FULL FORCE AND EFFECT, SUBJECT TO THE
PROVISIONS OF THIS SECTION 15.10.
15.11
Parties in Interest. The terms and provisions of this Agreement shall
be binding upon and inure to the benefit of the Parties and their respective
successors and permitted assigns. Notwithstanding anything contained in this
Agreement to the contrary, nothing in this Agreement, expressed or implied, is
intended to confer on any Person other than Seller and Buyer and their
respective successors and permitted assigns, or the Parties' respective related
Indemnified Parties hereunder, any rights, remedies, obligations or liabilities
under or by reason of this Agreement; provided that only a Party and its
respective successors and permitted assigns will have the right to enforce the
provisions of this Agreement on its own behalf or on behalf of any of its
related Indemnified Parties (but shall not