Buyer and Seller both acknowledge that all information and materials furnished from the Broker concerning the above referenced Property is confidential and may not be used for any purpose other than evaluation. Access to any information furnished by the Broker will be limited to attorneys, accountants, banking representatives, and business advisors directly involved with the Property listed above.
Buyer and Seller each shall select one arbitrator expert in the subject matter of the Dispute (the arbitrators so selected shall be referred to herein as "Buyer's Arbitrator" and "Seller's Arbitrator," respectively). In the event that either party fails to select an arbitrator as set forth herein within 30 days after the delivery of a Notice of Arbitration, then the matter shall be resolved by the arbitrator selected by the other party. Seller's Arbitrator and Buyer's Arbitrator shall select a third independent, neutral arbitrator expert in the subject matter of the Dispute, and the three arbitrators so selected shall resolve the Dispute according to the procedures set forth in this Section 10.6. If Seller's Arbitrator and Buyer's Arbitrator are unable to agree on a third arbitrator within 20 days after their selection, Seller's Arbitrator and Buyer's Arbitrator shall each prepare a list of three independent arbitrators. Seller's Arbitrator and Buyer's Arbitrator shall each have the opportunity to designate as objectionable and eliminate one arbitrator from the other arbitrator's list within ten days after submission thereof, and the third arbitrator shall then be selected by lot from the arbitrators remaining on the lists submitted by Seller's Arbitrator and Buyer's Arbitrator.
Buyer and Seller jointly and severally, agree to indemnify the Escrow Agent and its shareholders, directors, officers, agents and employees for, and to hold them harmless as to any liability, claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, incurred by them by reason of, or relating to, their having accepted such appointment or in carrying out the terms and their duties hereof, other than as incurred by reason of the Escrow Agent's gross negligence, bad faith or willful misconduct.
Buyer and Seller. 70 11.02 Allocated Value of Oil and Gas Interests . . . . . . . . .70 11.03
Buyer and Seller. For purposes of this Article XI and Article XII, the terms "Buyer" and "Seller" shall have the following meanings: (a) with respect to the Oil and Gas Interest owned by Frontier, Frontier shall be the Seller and Esenjay and/or Aspect shall be the Buyer; (b) with respect to the Esenjay Assets, Esenjay shall be the Seller and Aspect and/or Frontier shall be the Buyer; and (c) with respect to the Aspect Assets, Aspect shall be the Seller and Frontier and/or Esenjay shall be the Buyer. Any references in this Article XI or in Article XII to Oil and Gas Interests of a party shall mean (i) in the case of Frontier, the Oil and Gas Interests set forth on Schedule 4.17, (ii) in the case of Esenjay, the Oil and Gas Interests set forth on Schedule 2.01, and (iii) in the case of Aspect, the Oil and Gas Interests set forth on Schedule 3.01.
Buyer and Seller. (a) are independent contractors and this TSA does not create an agency, partnership or joint venture relationship between Buyer and Seller or Seller personnel. Neither Party assumes any liability or responsibility for the other Party’s personnel;
Buyer and Seller expressly acknowledge that the agents --------- executing this Agreement on their behalf, possess the full agency and authority, both actual and apparent, to fully bind their respective principals to this Agreement. Neither party shall assert or interpose any defense in any proceeding, which defenses are hereby waived, that said agents did not possess the legal authority and agency to bind their respective principals to this Agreement.
Buyer and Seller acknowledge that all information furnished to or obtained by Buyer or Buyer's Representatives pursuant to this Section 6.2 shall be subject to the provisions of the Confidentiality Agreement and shall be treated as "Proprietary Information" (as defined in the Confidentiality Agreement).
Buyer and Seller agree that they will, and agree to cause their respective independent accountants and the Strategix Companies and each Subsidiary to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of Closing Tangible Net Worth and in the conduct of the audits and reviews referred to in this Section 2.03, including without limitation, the making available to the extent necessary of books, records, work papers and personnel.
Buyer and Seller agree to cause the Subject Entities to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis.
