obligation of both Parties, then the Parties shall
consult with each other and each Party shall promptly pay its portion of such
obligation to the obligee.
15.8 Filings, Notices and Certain Governmental Approvals. Promptly after the
Closing Buyer shall (a) record each Assignment and Bill of Sale in the
applicable county records and record all assignments of state Leases executed at
the Closing in the records of the applicable Governmental Authority, (b) if
applicable, send notices to vendors supplying goods and services for the Assets
and to the operator of such Assets of the assignment of such Assets to Buyer,
(c) actively pursue the unconditional approval of all applicable Governmental
Authorities of the assignment of the Assets to Buyer and (d) actively pursue all
other consents and approvals that may be required in connection with the
assignment of the Assets to Buyer and the assumption of the Liabilities
(including the Assumed Obligations) assumed by Buyer hereunder, that, in each
case, is not obtained prior to the Closing. Buyer obligates itself to take any
and all action 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.
15.9 Entire Agreement; Conflicts. THIS AGREEMENT, THE EXHIBITS AND SCHEDULES
HERETO 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 (INCLUDING THAT CERTAIN LETTER OF INTENT, DATED AS OF AUGUST 2, 2011, BY
AND BETWEEN THE PARTIES AND, EXCEPT WITH RESPECT TO ANY OBLIGATIONS ARISING
THEREUNDER PRIOR TO THE DATE HEREOF, THAT CERTAIN ACCESS AGREEMENT, DATED AS OF
AUGUST 10, 2011, BY AND BETWEEN THE PARTIES, AS AMENDED FROM TIME TO TIME).
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, AND NEITHER SELLER NOR BUYER SHALL 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 OR SCHEDULE HERETO, THE
TERMS AND PROVISIONS OF THIS AGREEMENT SHALL GOVERN AND CONTROL; PROVIDED,
HOWEVER, THAT THE INCLUSION IN ANY EXHIBIT OR SCHEDULE 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 15.9.
15.10 Parties in Interest. The terms and provisions of this Agreement shall be
binding upon and inure to the benefit of Seller and Buyer 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, Buyer, their