Assumed Obligations; Retained Liabilities. (a) As of the Initial Closing, but without limiting Buyer’s rights to indemnity under this Agreement, Buyer assumes and agrees to pay, perform and discharge all obligations and Liabilities with respect to the Initial Assets direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, and regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, provided that Buyer does not assume, and Sellers shall retain, all of the Liabilities and obligations of each Seller, direct or indirect, known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, which relate to the Initial Assets Retained Liabilities (collectively, the “Initial Assets Assumed Obligations”). The Initial Assets Assumed Obligations shall include:
Assumed Obligations; Retained Liabilities. 2 ARTICLE II
Assumed Obligations; Retained Liabilities. From and after the Closing, ----------------------------------------- and prorated from and as of the Closing Date, URI shall assume, perform and discharge the obligations and liabilities of Xxxxxxxx Leasing under the equipment lease with KeyCorp Leasing Ltd. dated August 5, 1994 with ARI and Equipment Schedule #1 thereto dated June 28, 1996 with Xxxxxxxx Leasing (lease #11074) (collectively, the "Assumed Obligations") pursuant to an Assumption Agreement substantially in the form of Exhibit B hereto (the "Assumption --------- Agreement"); provided that URI shall have received all necessary consents with -------- respect to the assignment thereof to URI. No other liabilities or obligations of Xxxxxxxx Leasing are expressly or by implication being assumed by URI under this Agreement. Without limiting the generality of the preceding sentence, Xxxxxxxx Leasing shall retain and remain responsible for all Retained Liabilities.
Assumed Obligations; Retained Liabilities. From and after, and ----------------------------------------- effective as of, the Closing, and subject to adjustment of the Assets Purchase Price (as defined in Section 2.1(a)) pursuant to Section 2.2 below, URNJ shall assume, perform and discharge the obligations and liabilities, other than the Retained Liabilities, of ESC (whether accrued or unaccrued, fixed or contingent, liquidated or unliquidated, known or unknown, asserted or otherwise) including any such obligations or liabilities arising out of the operation of ESC's Business prior to the Closing and all obligations of ESC under the Contracts of ESC included in the Assets (collectively, the "Assumed Obligations"), pursuant ------------------- to an Assumption Agreement substantially in the form of Exhibit C hereto (the --------- "Assumption Agreement"). Notwithstanding anything in this Agreement, ESC shall --------------------- remain solely responsible and liable for the timely performance and discharge, as and when due, of all Retained Liabilities, and the Purchasers shall have no, and hereby disclaim any, obligation, responsibility or liability for any Retained Liabilities.
Assumed Obligations; Retained Liabilities. (a) Without limiting Buyer’s rights to indemnity under this Article XIV, from and after Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid and discharged) all Liabilities, known or unknown, arising from, based upon, related to or associated with the Assets, regardless of whether such Liabilities arose prior to, on or after the Effective Time, including Liabilities relating in any manner to the use, ownership or operation of the Assets, including Liabilities to (i) furnish makeup gas and settle Imbalances in accordance with the terms of applicable gas sales, processing, gathering or transportation Contracts, (ii) pay Working Interests, Burdens and other interests owners’ revenues or proceeds attributable to sales of Hydrocarbons, including those held in suspense (including those amounts for which the Base Purchase Price was adjusted pursuant to Section 3.02(b)(vii)), (iii) pay the applicable Governmental Authority any amounts subject to escheat obligations pursuant to Law, (iv) Decommission the Assets, (v) clean up and remediate the Assets in accordance with applicable Leases, Contracts, other instruments and Laws, (vi) perform all obligations applicable to or imposed on the lessee, owner or operator under the Leases and the Applicable Contracts, or as required by Law, and (vii) all Property Expenses (all of said Liabilities being referred to as the “Assumed Obligations”); provided, however, that Buyer does not assume any Liabilities to the extent that they are attributable to or arise solely out of the ownership, use or operation of the Excluded Assets.
