PERTAINING HERETO, WITH VENUE TO LIE
IN DALLAS COUNTY.
10.8.
ATTORNEYS' FEES.
IF ANY ACTION AT LAW OR IN EQUITY
IS BROUGHT TO ENFORCE OR INTERPRET THE TERMS OF THIS AGREEMENT, THE PREVAILING
PARTY SHALL BE ENTITLED TO REASONABLE ATTORNEYS' FEES, COSTS AND DISBURSEMENTS
FROM THE NON-PREVAILING PARTY, IN ADDITION TO ANY OTHER RELIEF TO WHICH THE
PREVAILING PARTY MAY BE ENTITLED PURSUANT TO THE COURT'S RULING.
10.9.
COUNTERPARTS AND FACSIMILE EXECUTION.
THIS
AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, AND BY FACSIMILE
SIGNATURE, EACH OF WHICH WILL BE AN ORIGINAL BUT ALL OF WHICH WILL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
10.10.
SEVERABILITY.
IF ANY PROVISION OR PROVISIONS OF THIS
AGREEMENT SHALL BE HELD TO BE WHOLLY OR PARTIALLY INVALID, ILLEGAL OR
UNENFORCEABLE, THE VALIDITY, LEGALITY AND ENFORCEABILITY OF THE REMAINING
PROVISIONS SHALL IN NO WAY BE AFFECTED OR IMPAIRED THEREBY.
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10.11.
HEADINGS.
THE HEADINGS OF THE SEVERAL SECTIONS OF THIS
AGREEMENT ARE INSERTED SOLELY FOR CONVENIENCE OF REFERENCE AND ARE NOT A PART OF
AND ARE NOT INTENDED TO GOVERN, LIMIT OR AID IN THE CONSTRUCTION OF ANY TERM OR
PROVISION HEREOF.
10.12.
OTHER OFFERS.
FROM AND AFTER THE MUTUAL EXECUTION OF
THIS AGREEMENT, AND UNTIL ITS CLOSURE OR TERMINATION AS HEREIN PROVIDED, SELLER
SHALL NOT ENTERTAIN ANY OFFERS FROM ANY THIRD PARTY WITH RESPECT TO THE SALE
(OUTSIDE THE ORDINARY COURSE OF BUSINESS) OF THE ASSETS OR THE STOCK OF MOUNTAIN
STATES.
10.13.
NO BROKERS.
APOLLO PRODUCTION AND APOLLO REPRESENT AND
WARRANT THAT NEITHER OF THEM HAS DEALT WITH ANY SALES AGENTS, FINDERS, BROKERS
OR OTHER CONSULTANTS IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREUNDER,
AND NEITHER HAS ANY FINANCIAL OBLIGATION TO ANY SUCH SALES AGENTS, FINDERS,
BROKERS OR OTHER CONSULTANTS IN CONNECTION WITH THIS TRANSACTION.
SELLER
REPRESENTS AND WARRANTS THAT NO BROKER, FINDER, INVESTMENT BANKER, SALES AGENT,
OR OTHER CONSULTANTS, OR OTHER PERSON IS OR WILL BE IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ENTITLED TO ANY BROKERAGE, FINDER'S
OR OTHER FEE OR COMPENSATION BASED ON ANY ARRANGEMENT OR AGREEMENT MADE BY OR ON
BEHALF OF SELLERS FOR WHICH APOLLO PRODUCTION OR APOLLO WILL HAVE ANY OBLIGATION
OR LIABILITY.
SELLER HAS ENGAGED THE SERVICES OF AN INVESTMENT BANKER, AND
SELLER SHALL BE RESPONSIBLE FOR THE PAYMENT OF ANY FEES, EXPENSES, CHARGES OR
OTHER CLAIMS DUE TO SUCH PERSON AS A RESULT OF THE TRANSACTIONS CONTEMPLATED
HEREUNDER.
IF ANY PERSON ASSERTS A CLAIM TO A FINDER'S FEE, BROKERAGE
COMMISSION OR OTHER COMPENSATION ON ACCOUNT OF ALLEGED EMPLOYMENT AS A FINDER OR
BROKER, OR THE PERFORMANCE OF SERVICES AS A FINDER OR BROKER IN CONNECTION WITH
THE TRANSACTIONS CONTEMPLATED HEREUNDER, THE PARTY UNDER WHOM THE FINDER OR
BROKER IS CLAIMING WILL INDEMNIFY, DEFEND AND HOLD THE OTHER PARTY AND THE OTHER
PARTY'S AFFILIATES HARMLESS FOR, FROM, AND AGAINST ANY CLAIMS RELATED THERETO.
THIS INDEMNITY WILL SURVIVE THE CLOSING OR THE CANCELLATION OF THIS AGREEMENT.
10.14.
SELLER'S REPRESENTATIVE.
(A)
KEN KELLEY, ACTING ALONE, WITH FULL POWER
OF SUBSTITUTION AND RE-SUBSTITUTION, IS HEREBY DESIGNATED AS