and (iii)
Purchaser shall use commercially reasonable efforts to perform and discharge any
Nonassignable Contract to the same extent required of Seller under the terms
thereof.
Following the Closing, Seller shall not terminate, modify or amend any
Nonassignable Contract without Purchaser's prior written consent.
7.16
RELEASE OF SELLER.
SUBJECT TO THE TERMS AND
CONDITIONS OF SELLER'S INDEMNITY OBLIGATIONS IN ARTICLE VI WHICH ARE NOT
AFFECTED IN ANY WAY BY THIS SECTION 7.16, FROM AND AFTER THE CLOSING DATE,
PURCHASER, ON BEHALF OF ITSELF, AND PURCHASER INDEMNIFIED PARTIES AND THEIR
SUCCESSORS AND ASSIGNS, HEREBY FOREVER WAIVES, RELIEVES, RELEASES, AND
DISCHARGES SELLER INDEMNIFIED PARTIES FROM ANY CLAIMS, LOSSES, AND LIABILITIES,
WHETHER KNOWN OR UNKNOWN AT THE CLOSING DATE, WHICH THE PURCHASER INDEMNIFIED
PARTIES AND THEIR SUCCESSORS AND ASSIGNS HAVE OR INCUR, OR MAY IN THE FUTURE
HAVE OR INCUR, ARISING OUT OF OR RELATED TO THE ASSUMED LIABILITIES DESCRIBED IN
SECTION 2.02(D), INCLUDING WITHOUT LIMITATION, ANY AND ALL CLAIMS, LOSSES, AND
LIABILITIES FOR COST RECOVERY AND CONTRIBUTION UNDER THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, THE RESOURCE
CONSERVATION AND RECOVERY ACT, AND ANY STATE COUNTERPARTS THERETO, INCLUDING
STATE LAWS AND REGULATIONS RELATING TO THE INVESTIGATION AND REMEDIATION OF OIL
AND GAS WASTES, AS THEY MAY BE AMENDED FROM TIME TO TIME, AND UNDER COMMON LAW
DOCTRINES.
7.17
NOTIFICATION.
FROM THE EFFECTIVE DATE UNTIL THE
CLOSING DATE, SELLER SHALL GIVE PROMPT NOTICE TO PURCHASER AND PURCHASER SHALL
GIVE PROMPT NOTICE TO SELLER IF EITHER DISCOVERS (I) THAT ANY REPRESENTATION OR
WARRANTY MADE BY SELLER CONTAINED IN THIS AGREEMENT THAT IS QUALIFIED AS TO
MATERIALITY HAS BECOME UNTRUE OR INACCURATE IN ANY MATERIAL RESPECT OR (II) A
FAILURE BY SELLER TO COMPLY WITH OR SATISFY IN ANY MATERIAL RESPECT ANY
COVENANT, CONDITION OR AGREEMENT TO BE COMPLIED WITH OR SATISFIED BY IT UNDER
THIS AGREEMENT; PROVIDED, HOWEVER, THAT NO SUCH NOTIFICATION SHALL AFFECT THE
REPRESENTATIONS, WARRANTIES, COVENANTS OR AGREEMENTS OF THE PARTIES OR THE
CONDITIONS TO THE OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND SUCH
NOTIFICATION IN NOT INTENDED TO BE, NOR SHALL SUCH NOTIFICATION BE DEEMED TO BE,
A WAIVER OF PURCHASER'S RIGHTS TO RECOVER FROM SELLER FOR ANY BREACH OF ANY
REPRESENTATION AND WARRANTY OR ANY COVENANT UNDER THIS AGREEMENT OR A WAIVER OF
PURCHASER'S RIGHTS TO INDEMNIFICATION FROM SELLER UNDER ARTICLE VI.
7.18
SUPPLY AGREEMENT.
NO LATER THAN FIVE (5) DAYS
AFTER THE CLOSING DATE, SELLER ON THE ONE HAND, AND PURCHASER OR ANY AFFILIATE
(AS OF THE CLOSING DATE) OF PURCHASER THEN HAVING TITLE TO THE REAL PROPERTY, ON
THE OTHER HAND, SHALL EACH EXECUTE AND DELIVER TO THE OTHER THE SUPPLY AGREEMENT
IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT M (THE "SUPPLY AGREEMENT").
38
ARTICLE VIII
TERMINATION
8.01
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED,
AND THE TRANSACTIONS CONTEMPLATED HEREBY MAY BE ABANDONED:
(A)
AT ANY TIME BEFORE THE CLOSING, BY MUTUAL
WRITTEN AGREEMENT OF SELLER AND PURCHASER;
(B)
AT ANY TIME BEFORE THE CLOSING, BY SELLER OR
PURCHASER, IN THE EVENT THAT A