PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement |
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RANGE RESOURCES CORP | EQUITABLE PRODUCTION COMPANY | PINE MOUNTAIN OIL AND GAS, INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
Execution Version
PURCHASE AND SALE AGREEMENT
BETWEEN
EQUITABLE PRODUCTION COMPANY
AS SELLER,
AND
PINE MOUNTAIN OIL AND GAS, INC.
AS PURCHASER,
Dated as of April 13, 2007
TABLE OF CONTENTS
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ARTICLE 1 PURCHASE AND SALE |
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1 |
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Section 1.1 Purchase and Sale |
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1 |
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Section 1.2 Combined Assets |
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1 |
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Section 1.3 Excluded Assets |
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3 |
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Section 1.4 Certain Definitions |
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3 |
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Section 1.5 Effective Time; Proration of Costs and Revenues. |
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8 |
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Section 1.6 Back-In Interests |
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9 |
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Section 1.7 Pre-Effective Time Interests and Assets |
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9 |
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Section 1.8 Intentions of the Parties |
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10 |
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ARTICLE 2 PURCHASE PRICE |
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10 |
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Section 2.1 Purchase Price |
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10 |
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Section 2.2 Adjustments to Purchase Price |
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11 |
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Section 2.3 Effect of Purchase Price Adjustments |
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12 |
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Section 2.4 Allocation of Purchase Price |
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12 |
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ARTICLE 3 TITLE MATTERS |
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12 |
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Section 3.1 Title |
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12 |
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Section 3.2 Definition of Defensible Title |
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13 |
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Section 3.3 Definition of Permitted Encumbrances |
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14 |
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Section 3.4 Notice of Asserted Title Defects; Defect Adjustments |
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15 |
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Section 3.5 Consents to Assignment and Preferential Rights to
Purchase |
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19 |
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Section 3.6 Casualty or Condemnation Loss |
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20 |
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ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER |
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20 |
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Section 4.1 Disclaimers |
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20 |
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Section 4.2 Seller. |
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22 |
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Section 4.3 Liability for Brokers’ Fees |
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23 |
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Section 4.4 Consents, Approvals or Waivers |
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23 |
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Section 4.5 Litigation |
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23 |
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Section 4.6 Taxes |
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23 |
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Section 4.7 Environmental Laws |
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24 |
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Section 4.8 Compliance with Laws |
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24 |
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Section 4.9 Contracts |
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24 |
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Section 4.10 Payments for Production |
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24 |
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Section 4.11 Production Imbalances |
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24 |
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Section 4.12 Permits, etc. |
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24 |
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Section 4.13 Outstanding Capital Commitments |
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25 |
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Section 4.14 Plugging and Abandonment |
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25 |
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Section 4.15 Condition of Equipment, etc. |
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25 |
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Section 4.16 Payments of Royalties and Expenses |
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25 |
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Section 4.17 Suspense |
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26 |
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Section 4.18 Absence of Certain Events |
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26 |
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Section 4.19 Information |
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26 |
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ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER |
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26 |
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Section 5.1 Existence and Qualification |
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26 |
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Section 5.2 Power |
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26 |
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Section 5.3 Authorization and Enforceability |
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26 |
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Section 5.4 No Conflicts |
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26 |
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Section 5.5 Liability for Brokers’ Fees |
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27 |
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Section 5.6 Consents, Approvals or Waivers |
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27 |
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Section 5.7 Litigation |
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27 |
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Section 5.8 Financing |
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27 |
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Section 5.9 Qualification |
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27 |
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Section 5.10 No Top Leases |
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27 |
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Section 5.11 Independent Investigation |
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27 |
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Section 5.12 Seller Information |
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28 |
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ARTICLE 6 COVENANTS OF THE PARTIES |
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28 |
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Section 6.1 Access |
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28 |
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Section 6.2 Indemnity Regarding Access |
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28 |
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Section 6.3 Pre-Closing Notifications |
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28 |
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Section 6.4 Confidentiality; Public Announcements |
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29 |
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Section 6.5 Governmental Reviews |
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30 |
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Section 6.6 Tax Matters |
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30 |
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Section 6.7 Further Assurances |
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32 |
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Section 6.8 Assumption of Obligations |
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32 |
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Section 6.9 Like-Kind Exchange |
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32 |
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Section 6.10 Operation of Assets |
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32 |
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Section 6.11 Financial Information |
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33 |
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Section 6.12 No Merger of Interests |
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33 |
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Section 6.13 Waiver of Condition for Pittston Litigation |
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34 |
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ARTICLE 7 CONDITIONS TO CLOSING |
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35 |
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Section 7.1 Conditions of Seller to Closing |
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35 |
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Section 7.2 Conditions of Purchaser to Closing |
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36 |
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ARTICLE 8 CLOSING |
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37 |
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Section 8.1 Time and Place of Closing |
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37 |
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Section 8.2 Closing Deliveries of Seller |
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37 |
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Section 8.3 Closing Deliveries of Purchaser |
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38 |
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Section 8.4 Closing Payment and Post-Closing Purchase Price Adjustments |
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39 |
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ARTICLE 9 TERMINATION AND AMENDMENT |
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40 |
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Section 9.1 Termination |
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40 |
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Section 9.2 Effect of Termination |
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41 |
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ARTICLE 10 INDEMNIFICATIONS; LIMITATIONS |
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41 |
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Section 10.1 Indemnification |
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41 |
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Section 10.2 Indemnification Actions |
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43 |
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Section 10.3 Limitation on Actions |
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45 |
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ARTICLE 11 MISCELLANEOUS |
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46 |
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Section 11.1 Receipts |
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Section 11.2 Property Costs and Gathering Charges |
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47 |
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Section 11.3 Counterparts |
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47 |
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Section 11.4 Notices |
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47 |
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Section 11.5 [Intentionally Omitted] |
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48 |
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Section 11.6 Expenses |
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48 |
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Section 11.7 [Intentionally Omitted] |
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48 |
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Section 11.8 Governing Law; Jurisdiction; Court Proceedings |
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48 |
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Section 11.9 Records |
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48 |
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Section 11.10 Captions |
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48 |
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Section 11.11 Waivers |
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48 |
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Section 11.12 Assignment |
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49 |
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Section 11.13 Entire Agreement |
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49 |
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Section 11.14 Amendment |
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Section 11.15 No Third Person Beneficiaries |
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49 |
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Section 11.16 References |
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49 |
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Section 11.17 Construction |
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