Assumed Environmental Liabilities. If the aggregate of all Environmental Defects does not exceed the Environmental Defect Deductible, upon Closing, subject to the limitations set forth in Article 14, Buyer shall assume and pay, perform, fulfill and discharge and release Seller from all Losses relating to environmental conditions in, on or under the Assets attributable to the period of time before and after the Effective Time, including without limitation any and all liability for (i) ground water contamination, (ii) Naturally Occurring Radioactive Materials, (iii) man-made material fibers, or (iv) the obligation to plug and abandon all of the xxxxx located on the Lands and reclamation of existing well sites on the Lands (collectively, the "Assumed Environmental Liabilities"). If Buyer fails to timely deliver an Environmental Defect Notice with respect to an Asset, Buyer shall be deemed to (i) accept the environmental condition(s) in, on and under that Asset or the Assets, (ii) have waived its right to claim an Environmental Defect with respect to that particular condition in, on or under the Assets and (iii) include the particular environmental condition(s) as part of the Assumed Environmental Liabilities.
Assumed Environmental Liabilities. Except for Retained Environmental Liabilities and subject to the provisions of Section 4.4 and Article XIII, upon Closing, Enerplus agrees to assume and pay, perform, fulfill and discharge and release American from all Losses relating to environmental conditions in, on or under the Assets attributable to the period of time before and after the Effective Time, including without limitation any and all liability for naturally occurring radioactive materials and man-made material fibers, and the obligation to plug and abandon all of the Wxxxx and reclamation of existing Well sites (collectively, “Assumed Environmental Liabilities”). Assumed Environmental Liabilities shall include any and all claims, costs, expenses, liabilities, and obligations attributable to the environmental condition of the Assets that were not the subject of a valid Environmental Defect Notice.
Assumed Environmental Liabilities. This obligation to indemnify shall include, but not be limited to, the expense of defending all Claims, suits and administrative proceedings (with counsel reasonably approved by the indemnified parties), even if such Claims, suits or proceedings are groundless, false or fraudulent, and paying and discharging, when and as the same become due, any and all judgments, penalties or other sums due against such indemnified Persons; provided, however, that Transferor will be entitled to control any clean-up or remediation, and any related proceeding, and, except as provided in the following sentence, any other proceeding with respect to which indemnity may be sought under this Section. The procedures described in Section 11.3 shall apply to any Claim solely for monetary damages relating to a matter covered by this Section.
Assumed Environmental Liabilities. On the Environmental Liability Assumption Date, Buyers shall assume and agree to pay, perform and discharge when due in accordance with their respective terms without recourse to Sellers all Environmental Liabilities at, on or under the Station Properties other than (A) any Environmental Liabilities arising out of or related to MTBE, lead or chromium and any constituents or by-products of such substances, (B) with respect to any Station Property that has received NFA or similar approval status from a Governmental Entity or licensed remediation/environmental professional with authority over such matter, any Environmental Liabilities arising from the reopening, revocation or rescission of such NFA or similar approval, (C) any Remediation Activities for which Sellers are responsible and for which NFA Status has not been obtained and (D) any third party claims with respect to Pre-Closing Environmental Liabilities (which the Parties agree shall not include any Third Party Claims by a Governmental Entity to remediate Environmental Liabilities) (collectively, the “Assumed Environmental Liabilities”).
Assumed Environmental Liabilities. From and after the Closing, Buyer shall be deemed to have assumed and agreed to perform and pay (or cause to be performed and paid) any and all duties, obligations, liabilities and other Losses (including any civil fines, penalties, costs of assessment, clean-up, removal and Remediation of pollution or contamination and expenses for the modification, repair or replacement of facilities on the Lands) directly or indirectly caused by or otherwise involving any environmental condition of the Assets, where created or existing before, on or after, the Effective Time, including the presence, disposal or release of any Hazardous Material, on or under the Assets, including those brought or assessed by any Persons on account of post-Effective Time personal injury, illness or death, any damage to, destruction or loss of property, and any contamination or pollution of natural resources (including soil, air, surface water or groundwater) (the “Assumed Environmental Liabilities”).
Assumed Environmental Liabilities. The normal and customary pro rata environmental liabilities of a working interest owner. (“Assumed Environmental Liabilities”).
Assumed Environmental Liabilities. UXP has not assumed, contractually or, to the Knowledge of UXP, by operation of law, any liabilities or obligations of third parties under any Environmental Laws, except in connection with the acquisition of assets or entities associated therewith.
Assumed Environmental Liabilities. Any obligation or Liability of Buyer for the Assumed Environmental Liabilities.
Assumed Environmental Liabilities. Except for Retained Environmental Liabilities and except for Losses arising out of or relating to Seller’s breach of its representation and warranties, and subject to the provisions of Section 6.4, upon Closing, Buyer agrees to assume and pay, perform, fulfill and discharge and release Seller from all Losses relating to environmental conditions in, on or under the Assets attributable to the period of time before and after the Closing Date, including without limitation any and all liability for (i) Naturally Occurring Radioactive Materials as defined by the Environmental Laws, (ii) man-made material fibers, (iii) the obligation to plug and abandon the Xxxxx listed on Exhibit B, and (iv) reclamation of existing well sites on the Lands (collectively, the “Assumed Environmental Liabilities”).
Assumed Environmental Liabilities. With respect to the Assets or Wapiti Non-Producing Interests acquired by Buyer in connection with this Agreement and the Development Agreement, all damages, losses, claims, demands, causes of action, judgments and other costs (including any civil fines, penalties, costs of assessment, clean-up, removal and Remediation of pollution or contamination, and expenses for the modification, repair or replacement of facilities on or associated with or attributable to the Assets and the Wapiti Non-Producing Interests solely to the extent attributable to Wapiti’s ownership interest therein) required by law or attributable to claims by any and all persons and any agency or other body of federal, state, tribal or local government, on account of any personal injury, illness or death, any damage to, destruction or loss of property, and any contamination or pollution of natural resources (including soil, air, surface water or groundwater) to the extent any of the foregoing directly or indirectly is caused by or otherwise involves any environmental condition of the Assets or the Wapiti Non-Producing Interests, whether created or existing before, on or after the Effective Time, including the presence, disposal or release of any material (whether hazardous, extremely hazardous, toxic or otherwise) of any kind in, on or under the Assets or the Wapiti Non-Producing Interests (the “Assumed Environmental Liabilities”). BUYER’S INDEMNIFICATION OBLIGATIONS SHALL EXTEND TO AND INCLUDE, BUT NOT BE LIMITED TO (I) THE NEGLIGENCE OR OTHER FAULT OF SELLER AND THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT, SOLE OR CONCURRENT, (II) SELLER’S OR BUYER’S STRICT LIABILITY, AND (III) SELLER’S OR BUYER’S LIABILITIES OR OBLIGATIONS UNDER ANY ENVIRONMENTAL LAW.
