Common use of Allocation of Liability Clause in Contracts

Allocation of Liability. Upon Closing, Purchaser shall assume and pay, perform, fulfill and discharge all of the following claims, costs, expenses, liabilities and obligations accruing or relating to the (a) ownership, use or operation of the Assets after the Effective Time, including owning, developing, exploring, operating or maintaining the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets, the payment of Property Expenses, the make-up and balancing obligations for overproduction of gas from the Xxxxx, and all liability for royalty and overriding royalty payments and Production Taxes (allocated in accordance with ARTICLE 11) made with respect to the Assets; and (b) the Environmental Liabilities (clauses (a) and (b), collectively, the “Assumed Liabilities”). Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the following: (i) the payment or improper payment by Seller of royalties accruing under the Leases after the closing of the Liberty PSA but prior to the Effective Time with respect to Assets for which Seller serves as the operator; (ii) any obligations, duties and liabilities that (A) do not primarily relate to or primarily arise out of, the Assets, (B) that are attributable to periods prior to or after the Effective Time that relate to Seller’s corporate overhead (including personnel) or (C) relate to any Property Expenses attributable to the period of time prior to the Effective Time; (iii) any obligations, duties and liabilities of Seller primarily relating to or arising from each of the Excluded Assets; and (iv) any income taxes of Seller or any of its Affiliates, which shall be retained by Seller (clauses (i) through (iv), collectively, the “Seller Retained Liabilities”).

Allocation of Liability. Upon Except with respect to environmental liability assumed by Buyer in connection with the Closing, Purchaser as provided in Section 8.5(d), Seller shall assume remain liable and pay, perform, fulfill responsible for all costs and discharge all of the following claims, costs, expenses, liabilities and obligations accruing or relating expenses attributable to the (a) ownership, use ownership or operation of the Assets after Interests prior to the Effective Time, including, without limitation (i) claims, investigations, administrative proceedings, arbitration or litigation or damages directly or indirectly arising out of, or resulting from, actual or claimed personal injury, illness or death; other torts, private rights of action given under any law, or violation of any law; or property damage, damage to structures, fences, irrigation systems and other fixtures, crops, livestock and other personal property in the ordinary course of business; (ii) claims of improper calculation or payment of royalties (including owningoverriding royalties and other burdens on production) related to deduction of post-production costs or use of posted or index prices or prices paid by affiliates; (iii) the net negative amount of all production, developingpipeline, exploringplant, operating or maintaining other balancing obligations not disclosed in Schedule 4.11(j); (vi) property expenses, costs and liabilities of Seller relating to the Assets or ownership and operation of the Interests and the producing, transporting and marketing of Hydrocarbons hydrocarbons from the AssetsInterests; (v) tax obligations; and (vi) claims for indemnification, the payment of Property Expensescontribution, the make-up and balancing obligations for overproduction of gas or reimbursement from the Xxxxx, and all liability for royalty and overriding royalty payments and Production Taxes (allocated in accordance with ARTICLE 11) made any third person with respect to liabilities, losses, costs and expenses described in the Assets; and (b) the Environmental Liabilities (clauses (a) and (b), collectively, the “Assumed Liabilities”). Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the following: (i) the payment or improper payment by Seller of royalties accruing under the Leases after the closing of the Liberty PSA but prior to the Effective Time with respect to Assets for which Seller serves as the operator; (ii) any obligations, duties and liabilities that (A) do not primarily relate to or primarily arise out of, the Assets, (B) that are attributable to periods prior to or after the Effective Time that relate to Seller’s corporate overhead (including personnel) or (C) relate to any Property Expenses attributable to the period of time prior to the Effective Time; (iii) any obligations, duties and liabilities of Seller primarily relating to or arising from each of the Excluded Assets; and (iv) any income taxes of Seller or any of its Affiliates, which shall be retained by Seller (preceding clauses (i) through (ivvi), collectively, whether pursuant to contract or otherwise in each instance for periods prior to the Effective Time (“Seller Retained Liabilities”). Buyer shall be liable and responsible for all costs and expenses attributable to the ownership or operation of the Interests after the Effective Time, including, without limitation, the plugging and abandonment of all xxxxx located on the Properties and the restoration of the surface in accordance with the terms of the Leases and applicable law.

Allocation of Liability. Upon Closing, Purchaser shall assume and pay, perform, fulfill and discharge all of the following claims, costs, expenses, liabilities and obligations accruing or relating to the (a) ownership, use or operation of the Assets after the Effective Time, including owning, developing, exploring, operating or maintaining the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets, the payment of Property Expenses, the make-up and balancing obligations for overproduction of gas from the XxxxxWxxxx, and all liability for royalty and overriding royalty payments and Production Taxes (allocated in accordance with ARTICLE 11) made with respect to the Assets; and (b) the Environmental Liabilities (clauses (a) and (b), collectively, the “Assumed Liabilities”). Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the following: (i) the payment or improper payment by Seller of royalties accruing under the Leases after the closing of the Liberty PSA but prior to the Effective Time with respect to Assets for which Seller serves as the operator; (ii) any obligations, duties and liabilities that (A) do not primarily relate to or primarily arise out of, the Assets, (B) that are attributable to periods prior to or after the Effective Time that relate to Seller’s corporate overhead (including personnel) or (C) relate to any Property Expenses attributable to the period of time prior to the Effective Time; (iiiii) any obligations, duties and liabilities of Seller primarily relating to or arising from each any of the Excluded Assets; and (iviii) any income taxes of Seller or any of its Affiliates, which shall be retained by Seller (clauses (i) through (iviii), collectively, the “Seller Retained Liabilities”).

Allocation of Liability. Upon Except with respect to environmental liability assumed by Assignee in connection with the Closing, Purchaser as hereinafter provided, Assignor shall assume remain liable and pay, perform, fulfill responsible for all costs and discharge all of the following claims, costs, expenses, liabilities and obligations accruing or relating expenses attributable to the (a) ownership, use ownership or operation of the Assets after Interests prior to the Effective Time, including, without limitation: (i) claims, investigations, administrative proceedings, arbitration or litigation or damages directly or indirectly arising out of, or resulting from, actual or claimed personal injury, illness or death; other torts, private rights of action given under any law, or violation of any law; or property damage, damage to structures, fences, irrigation systems and other fixtures, crops, livestock and other personal property in the ordinary course of business; (ii) claims of improper calculation or payment of royalties (including owningoverriding royalties and other burdens on production) related to deduction of post-production costs or use of posted or index prices or prices paid by affiliates; (iii) the net negative amount of all production, developingpipeline, exploringplant, operating or maintaining other balancing obligations; (vi) property expenses, costs and liabilities of Assignor relating to the Assets or ownership and operation of the Interests and the producing, transporting and marketing of Hydrocarbons hydrocarbons from the AssetsInterests; (v) tax obligations; and (vi) claims for indemnification, the payment of Property Expensescontribution, the make-up and balancing obligations for overproduction of gas or reimbursement from the Xxxxx, and all liability for royalty and overriding royalty payments and Production Taxes (allocated in accordance with ARTICLE 11) made any third person with respect to liabilities, losses, costs and expenses described in the Assets; and (b) the Environmental Liabilities (clauses (a) and (b), collectively, the “Assumed Liabilities”). Notwithstanding the foregoing, the Assumed Liabilities shall not include any of the following: (i) the payment or improper payment by Seller of royalties accruing under the Leases after the closing of the Liberty PSA but prior to the Effective Time with respect to Assets for which Seller serves as the operator; (ii) any obligations, duties and liabilities that (A) do not primarily relate to or primarily arise out of, the Assets, (B) that are attributable to periods prior to or after the Effective Time that relate to Seller’s corporate overhead (including personnel) or (C) relate to any Property Expenses attributable to the period of time prior to the Effective Time; (iii) any obligations, duties and liabilities of Seller primarily relating to or arising from each of the Excluded Assets; and (iv) any income taxes of Seller or any of its Affiliates, which shall be retained by Seller (preceding clauses (i) through (ivvi), collectively, whether pursuant to contract or otherwise in each instance for periods prior to the Effective Time (“Seller Assignor Retained Liabilities”). Assignee shall be liable and responsible for: (i) any and all obligations and liabilities of Assignor relating to the condition of or the restoration of the Land, or the remediation of any condition thereon, including, without limitation, (A) obligations and liabilities under applicable environmental laws, rules and regulations, (B) obligations and liabilities under other laws (including the common law), rules and regulations, and (C) obligations and liabilities relating to the plugging of xxxxx, and (ii) all costs and expenses attributable to the ownership or operation of the Interests after the Effective Time. The provisions of this Section 4 are not intended to limit or abrogate (y) any contrary agreement between Assignor and Assignee with respect to the responsibility for certain pre-Effective Time obligations or liabilities, or (z) any claim that Assignee may have against Assignors for inaccuracy of representation or breach of warranty made outside of this Assignment and relating to the environmental or other condition of the Land.