Assets Acquired On Clause Samples
Assets Acquired On. “As Is” Basis
(a) be solely liable and responsible for any and all losses, costs, damages and expenses which the Vendor may suffer, sustain, pay or incur; and Table of Contents
(b) indemnify and save the Vendor and its directors, officers, employees, consultants or agents harmless from any and all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever which may be brought against or suffered by the Vendor, or its directors, officers, employees, consultants or agents or which they may sustain, pay or incur; as a result of any matter or thing arising out of, resulting from, attributable to or connected with any environmental liabilities pertaining to the Assets, or any of them, whether arising or accruing on, prior to or subsequent to the Effective Time or Closing Time, including, without limitation, damage from or removal of hazardous or toxic substances, clean-up, well abandonment and reclamation except those arising from a matter which results in a statement made in subsection 4.01(t) being untrue and except to the extent the Vendor is actually reimbursed by insurance carried by it. Once Closing has occurred, the Purchaser shall be solely responsible for all environmental liabilities respecting the Lands, the abandonment of all ▇▇▇▇▇ on the Lands and the reclamation of the Lands as between the Vendor and the Purchaser, and hereby releases the Vendor from any claims the Purchaser may have against the Vendor with respect to all such liabilities and responsibilities, except those arising from a matter which results in a statement made in subsection 4.01(t) being untrue and except to the extent the Vendor is actually reimbursed by insurance carried by it.
Assets Acquired On. “As Is” Basis
(a) be solely liable and responsible for any and all losses, costs, damages and expenses (in this Clause, “Losses”) which the Vendor may suffer, sustain, pay or incur; and
(b) indemnify and save the Vendor and its directors, officers, servants, agents and employees harmless from any and all claims, liabilities, actions, proceedings, demands, losses, costs, damages and expenses whatsoever (in this Clause, “Claims”) which may be brought against or suffered by the Vendor, its directors, officers, servants, agents or employees or which they may sustain, pay or incur; as a direct result of any matter or thing arising out of, resulting from, attributable to or connected with any environmental damage pertaining to or resulting from the Assets or the operation thereof, or any of them to the extent that the Losses or Claims accrue on or after the Effective Date (but regardless of the date on which the environmental damage occurred) including, without limitation, damage from or removal of hazardous or toxic substances, cleanup, well abandonment, decommissioning and reclamation and, as between the Vendor, on the one hand, and Purchaser on the other hand, Purchaser shall be solely responsible for all such Losses and Claims relating to environmental damage. Nothing contained in this Clause shall relieve the Vendor from any liability arising as a result of a breach of any representation or warranty contained in Clause 6.1.
Assets Acquired On. AS IS" BASIS Notwithstanding the foregoing provisions of Section 13(b), the Buyer acknowledges that it is acquiring the Assets on an "as is" basis, as of the Effective Time. The Buyer acknowledges that it is familiar with the present condition of the Assets, that the Seller has provided the Buyer with a reasonable opportunity to inspect the Assets at the sole cost, risk and expense of the Buyer (insofar as the Seller could reasonably provide such access) and that the Buyer is not relying upon any representation or warranty of the Seller as to the condition, environmental or otherwise, of the Assets, except as is specifically made pursuant to Section 8(a) or Section 9.
Assets Acquired On. AS IS" BASIS Notwithstanding the foregoing provisions of this clause, but subject to the representations and warranties of Vendor contained in clause 4.1 (q), it is understood and agreed that Purchaser is acquiring the Assets on an "as is, where is" basis as of the Effective Date. Purchaser agrees that it is familiar with the condition and use of the Assets and the well▇ ▇▇▇ated on the Lands (or lands with which the Lands have been pooled or unitized), that