Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (BreitBurn Energy Partners L.P.), Purchase and Sale Agreement (BreitBurn Energy Partners L.P.), Purchase and Sale Agreement (BreitBurn Energy Partners L.P.)
Assumed Obligations. Provided that As additional consideration for the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04Acquired Assets, Buyer hereby assumes all duties, shall assume the following obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s ):
(i) obligations and liabilities of Seller (if any) arising before (except to the extent such obligations are imposed on Seller under this Section 14.02 shall survive the Existing Lease) or after the Closing Date under Real Property Interests and Contracts assigned to Buyer pursuant to the provisions hereof or under Line Agreements, as provided in Section 2.08(b);
(ii) except for any income tax liability Seller may incur from Seller selling the Acquired Assets to Buyer, all obligations, commitments and liabilities of the Public Parties, of whatever nature, whether known or unknown, asserted or unasserted, fixed, absolute or contingent, matured or unmatured, accrued or unaccrued, liquidated or unliquidated or due or to become due, which relate to the condition of the Real Property and the other Acquired Assets arising before or after the Closing Date, or which relate exclusively to the ownership, condition or operation of the Acquired Assets arising before or after the Closing Date, including those arising under statutes, rules, regulations and effective or pending orders of Governmental Authorities;
(iii) all Environmental Liabilities of the Public Parties arising before or after the Closing Date which arise out of or are related in any way to the condition, ownership or use of the Real Property or the Line Agreements or any other Acquired Assets, including without time limitationlimitation (A) any environmental contamination or other condition, or the presence of Hazardous Substances, on the Real Property or other Acquired Assets, whether such contamination or Hazardous Substances are located on or under the Real Property or other Acquired Assets or have migrated or will migrate from or to the Real Property or other Acquired Assets, and (B) the handling, use, treatment, removal, storage, decontamination, cleanup, transport (except for transportation as a common carrier) or disposal of, or exposure to, Hazardous Substances, whether such conditions and/or Environmental Liabilities are known or unknown, suspected or unsuspected, contemplated or uncontemplated, and whether or not such conditions were caused by Seller or predecessors or Affiliates of Seller.
Appears in 4 contracts
Samples: Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement, Asset Purchase and Sale Agreement
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxxxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 4 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement, Purchase and Sale Agreement
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04Upon Closing, Buyer hereby assumes shall assume all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets actually conveyed to Buyer at Closing or the ownership or operation thereof (other than the Retained ObligationsObligations and other than liabilities for which Seller is responsible for under Section 3.3(b)), whether attributable to periods before and or after the Effective Time, except as provided herein, including, without limitation, those arising out of (a) the terms of the EasementsLeases or Surface Interests, Contracts, Leases, or the Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalancessuspense accounts, to the extent transferred to Buyer except as to Suspense Proceeds that should have been escheated under applicable law and interest and penalties thereon, (c) suspense accountsad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom but only attributable to any period on or after the Effective Time, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (iid) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the environmental or physical condition (including, without limitation, environmental condition) of the Subject Interests Assets, regardless of whether such environmental or physical condition arose before or after the Effective Time, (fe) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxxxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the such Assets, (gf) obligations to restore the surface of the Subject Interests such Assets and obligations to remediate or bring the Subject Interests Assets into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject InterestsAssets) regardless of whether such obligations or conditions or event events giving rise to such obligations arose, occurred or accrued before or after the Effective Time Time, and (hg) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive When the Closing without time limitationretention period for a Retained Obligation ends, such Retained Obligation becomes an Assumed Obligation.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Rosetta Resources Inc.), Purchase and Sale Agreement (Comstock Resources Inc)
Assumed Obligations. Provided that the Subject to Closing occursoccurring, and further subject to BuyerSeller’s indemnification rights under provisions of Section 14.0415.4, Buyer hereby assumes and agrees to timely fulfill, perform, pay and discharge (or cause to be timely fulfilled, performed, paid or discharged):
(a) except as set forth in Section 15.2.1(a)(ii) below, all dutiesof the obligations, obligations Losses and liabilities Claims of every kind and character of Seller or against Seller, known or unknown, with respect to the Assets Assets, but only insofar as the same arise on, or the ownership or operation thereof (other than the Retained Obligations)after, and are attributable to periods before actions, occurrences and after operations conducted from and after, the Effective Time, including, without limitation, those arising out of but not limited to:
(ai) the terms payment and/or performance of all taxes, leasehold and equipment rentals and release payments, royalties, excess royalties, in-lieu royalties, overriding royalty interests, production payments, net profit obligations, carried working interests and any other matters with which the EasementsAssets may be burdened, Contracts, Leases, Personal Property or Subject Interests comprising part of insofar as the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable same are attributable to Buyer pursuant to Section 9.02 taking into account, the periods from and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time;
(ii) Losses arising out of, or Claims for, damages to or property owned by a third party or for personal injury, illness, bodily injury, or death of any person arising from and after the Closing Date;
(fiii) obligations any other Losses or Claims arising, directly or indirectly from, or incident to, the use, occupation, operation (including but not limited to properly plug royalty and abandon accounting claims or re-plug production or re-abandon pipeline imbalances) or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part maintenance of any of the Assets, Assets arising or occurring from and after the Effective Time; and
(gb) obligations to restore the surface all of the Subject Interests those liabilities and obligations to remediate described in Section 15.2.2, and
(c) following the expiration of Seller’s indemnity obligations as set forth in Section 15.4, any and all duties, obligations, Losses or bring the Subject Interests into compliance with applicable Environmental Laws Claims which would fall under Sections 15.4(iii) through (including conducting any remediation activities that may be required v), inclusive, whether arising before, on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time Closing except as otherwise provided in Section 15.4, (collectively (a), (b), and (hc) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, shall be referred to as the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Magnum Hunter Resources Corp), Purchase and Sale Agreement (Magnum Hunter Resources Corp)
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section Sections 14.01 and 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), whether attributable to periods before and or after the Effective Time, including, without limitation, those arising out of of: (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) Gas Imbalances, gas imbalances; (c) suspense accounts, ; (d)(id) Asset Taxes allocable to Buyer pursuant to Section 9.02 9.03 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) 12.01 or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, 12.02; (e) the condition (including, without limitation, environmental condition) of the Subject Interests Interests, regardless of whether such condition arose before or after the Effective Time, ; (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxxxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, ; (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) ), regardless of whether such obligations or conditions or event events giving rise to such obligations obligations, arose, occurred or accrued before or after the Effective Time Time; and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 3 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Linn Energy, LLC), Purchase and Sale Agreement (Midstates Petroleum Company, Inc.)
Assumed Obligations. Provided that Upon the Closing occurs, terms and subject to Buyer’s indemnification rights under Section 14.04the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Buyer hereby assumes will deliver to Seller the Assignment and Assumption Agreement pursuant to which Buyer will assume and agree to discharge all of the debts, liabilities, obligations, duties, obligations and liabilities responsibilities of every Seller of any kind and character description, whether absolute or contingent, monetary or non-monetary, direct or indirect, known or unknown, or matured or unmatured, or of Seller with respect any other nature, to the Assets or extent primarily related to the ownership or operation thereof (Purchased Assets, other than Excluded Liabilities (the Retained “Assumed Obligations”), attributable in accordance with the respective terms and subject to periods before and after the Effective Timerespective conditions thereof, including, without limitation, the following liabilities and obligations (in every case other than Excluded Liabilities); provided that nothing contained herein shall limit or prevent the Buyer from asserting any defenses, claims or counterclaims that it may have against third Persons or under this Agreement in respect of the Assumed Obligations (including those arising out of related to the validity and enforceability thereof):
(a) all liabilities and obligations of Seller existing, arising, or asserted, whether before, on, or after the terms of Closing Date under the EasementsPurchased Agreements, Contractsthe Transferable Permits, Leasesthe Transferable Environmental Permits (except to the extent such liabilities or obligations are Assumed Pre-Closing Environmental Liabilities which are assumed pursuant to Section 2.3(d)), Personal Property and any other agreements or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable contractual rights assigned to Buyer pursuant to Section 9.02 taking into accountthe terms of this Agreement;
(b) all liabilities and obligations relating to Transmission Easement relocation obligations and engineering and construction required to complete scheduled construction, construction work in progress, and without duplication ofother capital expenditure projects, such Asset in each case related primarily to the Purchased Assets and outstanding on or arising after the Effective Time;
(c) all liabilities and obligations associated with the Purchased Assets in respect of Taxes effectively borne by for which Buyer is liable pursuant to Section 10.02(a)(ii) 3.5 or Section 12.02 7.7;
(d) (i) all liabilities, obligations, Environmental Claims, and demands arising under, in respect of, or relating to compliance or non-compliance by Seller, prior to the Closing Date, with past, present, and future Environmental Laws, existing, arising, or asserted with respect to the Purchased Assets (the “Assumed Pre-Closing Environmental Liabilities”), and (ii) all liabilities, obligations, Environmental Claims, and demands arising under, in respect of, or relating to compliance or noncompliance with present and future Environmental Laws with respect to the Transfer TaxesPurchased Assets, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before on or after the Effective TimeClosing Date, (f) obligations except to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part the extent any of the Assets, foregoing is an Assumed Pre-Closing Environmental Liability (g) obligations to restore the surface of “Assumed Post-Closing Environmental Liability,” and together with the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Assumed Pre-Closing Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectivelyLiabilities, the “Assumed ObligationsEnvironmental Liabilities”). Buyer’s ;
(e) all liabilities and obligations in respect of the Purchased Assets arising on or after the Closing Date (A) under (i) any FERC Regulatory Orders applicable to the Purchased Assets, (ii) the State Regulatory Orders applicable to the Purchased Assets set forth on Schedule 2.3(e) or (iii) State Regulatory Orders that relate to customary electric transmission facility siting or siting certification matters within the jurisdiction of the Governmental Entity issuing such State Regulatory Order or (B) imposed on Buyer or the Purchased Assets in connection with any Required Regulatory Approval;
(f) the Actual Assumed Balance Sheet Obligations;
(g) (i) all liabilities, obligations, arising under, in respect of, or relating to any Claim, existing, arising, or asserted with respect to the Purchased Assets, prior to the Closing Date (the “Assumed Pre-Closing Litigation”), and (ii) all liabilities, obligations, arising under, in respect of, or relating to any Claim, existing, arising, or asserted with respect the Purchased Assets, on or after the Closing Date, except to the extent any of the foregoing is Assumed Pre-Closing Litigation (the “Assumed Post-Closing Litigation” and together with the Assumed Pre-Closing Litigation, the “Assumed Litigation”);
(h) the liabilities and obligations set forth on Schedule 2.3(h);
(i) any liabilities or obligations (other than those set forth in clauses (a) through (h) of this Section 14.02 shall survive 2.3), whether known or unknown, of the Seller relating primarily to the Purchased Assets, not reflected on the Final Balance Sheet or Final Rate Base Statement, which arose prior to the Closing without time limitationDate (the “Pre-Closing Non-Balance Sheet Liabilities”).
Appears in 2 contracts
Samples: Asset Sale Agreement (ITC Holdings Corp.), Asset Sale Agreement (Interstate Power & Light Co)
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), whether attributable to periods before and or after the Effective Time, including, without limitation, those arising out of (a) the terms of the EasementsLeases or Surface Interests, Contracts, Leases, or the Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalancessuspense accounts, to the extent transferred to Buyer, (c) suspense accountsad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom attributable to any period on or after the Effective Time, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (ed) the condition (including, without limitation, environmental condition) of the Subject Interests Assets, regardless of whether such condition arose before or after the Effective Time, (fe) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxxxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (gf) obligations to restore the surface of the Subject Interests Assets and obligations to remediate or bring the Subject Interests Assets into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject InterestsAssets) regardless of whether such obligations or conditions or event events giving rise to such obligations arose, occurred or accrued before or after the Effective Time Time, (g) all obligations, liabilities, matters, events or conditions disclosed or described in the exhibits and schedules to this Agreement, regardless of whether such obligations, liabilities, matters, events or conditions or events giving rise to such obligations arose, occurred or accrued before or after the Effective Time, and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Dune Energy Inc)
Assumed Obligations. Provided that At the Closing, Buyer shall assume, and from and after the Closing, shall discharge, all of the liabilities and obligations, direct or indirect, known or unknown, absolute or contingent, which relate to the Auctioned Assets, the Potomac River Station Site or are otherwise specified below, other than the Retained Liabilities (collectively, the "Assumed Obligations"), including the following:
(i) except as set forth in Section 2.3(b)(ii), any liabilities and obligations under the Contracts (including any obligations of Seller under any PPA to sell energy to any third party power supplier);
(ii) any liabilities and obligations for goods delivered or services rendered on or after the Closing occursDate relating to the Auctioned Assets;
(iii) except as set forth in Section 2.3(b)(iii), subject (iv) or (v), any Environmental Liability including any Environmental Liability (A) arising out of or in connection with any violation or alleged violation of, or noncompliance or alleged noncompliance with, any Environmental Laws, prior to, on or after the Closing Date, relating to Buyer’s indemnification rights or arising in connection with the Auctioned Assets and the Potomac River Station Site, (B) arising out of or in connection with the condition of any Auctioned Assets and the Potomac River Station Site prior to, on or after the Closing Date, including any actual or alleged presence, Release or threatened Release of any Hazardous Substances at, on, in, under or migrating onto or from, the Auctioned Assets and the Potomac River Station Site, prior to, on or after the Closing Date, (C) arising out of or in connection with any Release or threatened Release of any Hazardous Substance prior to, on or after the Closing Date relating to any equipment, Hazardous Substance, product or recyclable or recycled material (collectively, the "Disposed Items") which remains on or has been removed from the Auctioned Assets and the Potomac River Station Site, (D) in respect of any personal injury or property damage relating to or arising from the presence, exposure to, or proximity to any Hazardous Substance, prior to, on or after the Closing Date, and (E) of any sort whatsoever arising or occurring on or after the Closing Date;
(iv) any liabilities and obligations under all consent orders including those listed on Schedule 2.3(a)(iv) (the "Assumed Consent Order Obligations");
(v) except as set forth in Section 14.042.3(b)(iv), Buyer hereby assumes all duties, any liabilities and obligations and liabilities of every kind and character of Seller with respect to the Permits to the extent arising or accruing on or after the Closing Date;
(vi) (A) all wages, overtime, employment taxes, workers compensation benefits, occupational safety and health liabilities or other similar liabilities and obligations in respect of Transferred Employees arising or accruing on or after the Closing Date, and (B) all other liabilities and obligations with respect to the Transferred Employees for which Buyer is responsible pursuant to Article IX;
(A) any liabilities and obligations in respect of any personal injury or property (real or personal) damage claim (including any claim based on wrongful death) relating to, resulting from, or arising out of the Auctioned Assets and the Potomac River Station Site, arising or occurring on or after the Closing Date, or (B) any liabilities and obligations in respect of any discrimination, wrongful discharge or unfair labor practice claim by any Transferred Employee arising out of or relating to acts or omissions occurring on or after the Closing Date;
(viii) any liabilities and obligations, with respect to the periods that include the Closing Date, with respect to real or personal property rent, Taxes based on the ownership or operation thereof use of property, utilities charges and similar charges that primarily relate to the Generating Facilities (collectively, the "Prorated Items"), including (A) personal property taxes, real estate and occupancy taxes, assessments and other charges, (B) rent and all other items payable by Seller under any Contract, (C) any fees with respect to any Transferable Permit and (D) sewer rents and charges for water, telephone, electricity and other utilities, in each case calculated by multiplying the amount of any such Prorated Item by a fraction the numerator of which is the number of days in such period beginning on and after the Closing Date and the denominator of which is the number of days in such period;
(ix) any liabilities and obligations in respect of Taxes (other than the Retained Obligationsas provided for by Section 2.3 (a)(viii), ) attributable to the Auctioned Assets arising or accruing during taxable periods before and (or portions thereof) beginning on or after the Effective Time, including, without limitation, Closing Date;
(x) any severance costs payable under Seller's Severance Plans with respect to those arising out of (a) Non-Union Employees who do not receive a Qualified Offer by the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, 9.1 (such liabilities are the "Closing Severance Expenses");
(xi) any liabilities and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) obligations of the Subject Interests regardless Buyer relating to the Potomac River Station Site as contemplated by the Potomac River Lease;
(xii) all liabilities and obligations of whether such condition arose before Seller under the loan agreements set forth on Schedule 7.12 attached hereto (the "Loan Agreements") with respect to the Revenue Bonds; and
(xiii) any liabilities and obligations under the Ancillary Agreements in respect of the Auctioned Assets arising on or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitationDate.
Appears in 2 contracts
Samples: Asset Purchase and Sale Agreement (Potomac Electric Power Co), Asset Purchase and Sale Agreement (Southern Energy Inc)
Assumed Obligations. Provided that Without limiting Purchaser’s rights to indemnity under this Article 9, on the Closing occursDate Purchaser shall assume and hereby agrees to fulfill, subject perform, pay and discharge (or cause to Buyer’s indemnification rights under Section 14.04be fulfilled, Buyer hereby assumes performed, paid or discharged) all duties, of the obligations and liabilities of every kind and character of Seller Seller, known or unknown, with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations)Properties, attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations aroseliabilities arose prior to, occurred or accrued before on or after the Effective Time and Date, including but not limited to obligations to (hi) any other duty, obligation, event, condition or liability assumed by Buyer under furnish makeup gas according to the terms of this Agreement applicable gas sales, gathering or transportation contracts, and to satisfy all other gas balancing obligations not adjusted under Section 7.9, (collectivelyii) pay working interests, royalties, overriding royalties and other interests held in suspense, (iii) properly plug and abandon any and all xxxxx, including inactive xxxxx or temporarily abandoned xxxxx, drilled on the Properties or otherwise pursuant to the Contracts, (iv) replug any well, wellbore, or previously plugged well on the Properties to the extent required or necessary, (v) dismantle and remove any equipment structures, materials, platforms, flowlines, and property of whatever kind related to or associated with operations and activities conducted on the Properties or otherwise pursuant to the Contracts, (vi) clean up, restore or remediate the premises covered by or related to the Properties in accordance with applicable agreements and Laws, and (vii) perform all obligations applicable to or imposed on the lessee, owner, or operator under any leases covering the Properties and related contracts, or as required by Applicable Laws (all of said obligations and liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”). Buyer’s ; provided, however, that Purchaser does not assume any obligations or liabilities of Seller (y) to the extent that they are the continuing responsibility of the Seller under this Section 14.02 shall survive Sections 7.1, 7.10, 7.11, 9.1 or 9.2 or matters for which Seller is required to indemnify Purchaser under Sections 7.11 or 9.5 or (z) relating to any Hedging Transaction other than the Closing without time limitationPurchaser Xxxxxx.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Jones Energy, Inc.), Asset Purchase Agreement (Jones Energy, Inc.)
Assumed Obligations. Provided that At the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04Closing, Buyer hereby assumes shall assume all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), whether attributable to periods before and before, at or after the Effective Time, including, without limitation, those arising out of of: (a) the terms of ongoing obligations under the Easements, Contracts, Leases, Personal Property Contracts or Subject Interests Leases comprising part of the Assets, ; (b) Gas Imbalances, gas imbalances; (c) suspense accounts, ; (d)(id) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, ; (e) the condition (including, without limitation, environmental condition) of the Subject Interests Assets, regardless of whether such condition arose before or after the Effective Time, ; (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxXxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, ; (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) ), regardless of whether such obligations or conditions or event events giving rise to such obligations obligations, arose, occurred or accrued before or after the Effective Time Time; and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Notwithstanding anything contained herein to the contrary, except with respect to those Retained Obligations for which notice is given pursuant to Section 14.02 14.05(a), all Retained Obligations shall survive be deemed to be Assumed Obligations on the Closing without time limitationdate on which the Retention Period ends.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (WPX Energy, Inc.)
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or and the ownership or operation thereof (other than the Retained Obligations), whether attributable to periods before and or after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(id) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into accountad valorem, property, severance and without duplication of, such Asset Taxes effectively borne other similar taxes or assessments based upon or measured by Buyer pursuant to Section 10.02(a)(ii) the ownership of the Assets or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01production therefrom, (e) the condition (including, without limitation, environmental condition) of the Subject Interests Interests, regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxwells, flowlines, gathering lines or other facilities, equipment or other xxxxx personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) ), regardless of whether such obligations or conditions or event events giving rise to such obligations obligations, arose, occurred or accrued before or after the Effective Time Time, and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “"Assumed Obligations”"). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Legacy Reserves L P), Purchase and Sale Agreement (Legacy Reserves L P)
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer Purchaser hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership ownership, operation, condition or operation thereof (other than the Retained Obligations)use thereof, whether attributable to periods before and or after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, ContractsMaterial Agreements, Leases, Personal Property or Subject Interests Assets or any other interests, contracts or obligations comprising part of or directly related to the ownership or operation of the Assets, (b) Gas Imbalancesad valorem, (c) suspense accountsproperty, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into accountseverance, production and without duplication of, such Asset Taxes effectively borne other similar taxes or assessments based upon or measured by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) ownership of the Subject Interests regardless of whether such condition arose before Assets or the production therefrom attributable to any period on or after the Effective Time, and the Taxes allocated to Purchaser pursuant to Section 9.3(c), (fc) the condition (including environmental condition, subject to the remedies provided in Article 6) of the Assets, (d) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxxxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (ge) subject to the remedies provided in Article 6, obligations to restore the surface of the Subject Interests Assets and obligations to remediate or bring the Subject Interests Assets into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject InterestsAssets) regardless of whether such obligations or conditions or event events giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer Purchaser under the terms of this Agreement and (f) Sellers’ obligations to retain and manage, either through suspense or escrow accounts a portion of the Gross Proceeds, as defined in the LL&E ORRI Conveyance attributable to the interest of LL&E Royalty Trust (the “Trust”) pursuant to that certain Conveyance of Overriding Royalty Interest (the “LL&E ORRI Conveyance”) from the Louisiana Land and Exploration Company to the Trust dated June 28, 1983 (the “LL&E Excess Production Cost Obligation”) (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (QR Energy, LP)
Assumed Obligations. Provided With out limiting the terms of Article VI and Section 18.04, or the terms of Article IV and Article V with respect to title and environmental issues respectively, provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations)following, whether attributable to periods before and before, at or after the Effective TimeTime (except to the extent expressly stated otherwise in the following clauses (a) through (h)), includingREGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, without limitationJOINT, those arising out of COMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNITEES: (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) Gas Imbalances, Imbalances as of the Closing Date; (c) suspense accounts, accounts as of the Closing Date; (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (ed) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after land covered by the Effective Time, Leases; (fe) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxor bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, ; (f) the Assumed Environmental Obligations; (g) obligations alleged Title Defects that are deemed to restore constitute Assumed Obligations under Article IV; and (h) all unpaid ad valorem, property and similar taxes and assessments based upon or measured by the surface ownership of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or Assets after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Kodiak Oil & Gas Corp)
Assumed Obligations. Provided that Without limiting the Purchaser Group’s right to indemnification under this Article 11 or any adjustments to the Purchase Price set forth in Section 2.3, on the Closing occursDate, subject Purchaser shall assume and hereby agrees to Buyer’s indemnification rights under Section 14.04fulfill, Buyer hereby assumes perform, pay, and discharge (or cause to be fulfilled, performed, paid, or discharged) all duties, of the obligations and liabilities of every kind Seller and character of Seller its Affiliates, known or unknown, with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition obligations or liabilities arose before prior to, on, or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of including the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement following (collectively, the “Assumed Obligations”). Buyer):
(a) subject to the adjustments to the Purchase Price set forth in Section 2.3, all obligations and liabilities arising from or in connection with any production, pipeline, storage, processing, or other imbalance attributable to Hydrocarbons produced from the Properties, whether before, on, or after the Effective Time, including obligations to furnish makeup gas in accordance with the terms of applicable gas sales, gathering, or transportation Contracts;
(b) obligations to pay the Purchaser Responsibility Suspense Amounts to the extent such Purchaser Responsibility Suspense Amounts are transferred to Purchaser’s obligations under this Section 14.02 shall survive control at the Closing without or for which Purchaser otherwise received a downward adjustment to the Purchase Price pursuant to Section 2.3;
(c) obligations for plugging and abandonment of all of the Xxxxx and dismantlement, decommissioning, or abandonment of all structures and Equipment included in the Assets or located on the lands covered by, or described in, the Leases (whether such Leases have terminated or expired) and restoration of the surface covered by the Assets in accordance with applicable Laws (whether or not required to be plugged, abandoned, dismantled, or restored as of the Effective Time, and whether or not the applicable Lease has terminated or expired), including any obligations to assess, remediate, remove, and dispose of NORM, asbestos, mercury, drilling fluids, chemicals, and produced waters and Hydrocarbons;
(d) subject to the terms of Article 3, Section 11.2(b)(iii) and the special warranty of Defensible Title in the Assignment and Xxxx of Sale, all Damages and obligations arising from, or relating to, Title Defects, deficiencies, or other title matters, whether arising or relating to periods of time limitationbefore, on, or after the Effective Time;
(e) subject to the terms of Article 3 and Purchaser’s rights pursuant to Section 11.2(b)(iii) and Section 11.2(b)(i), Damages and obligations arising from, or relating to, Environmental Law, Hazardous Substances, Environmental Defects, or other environmental matters, whether arising or relating to periods of time before, on, or after the Effective Time; and
(f) Asset Taxes that are not Seller Taxes.
Appears in 1 contract
Assumed Obligations. Provided that the Closing occursFrom and after Closing, subject except solely with regard to Buyer’s indemnification rights those matters for which Sellers are obligated to indemnify Buyer under Section 14.0414(b) below, Buyer hereby assumes agrees to assume and perform any and all of duties, liabilities and obligations or alleged or threatened liabilities and obligations and liabilities of every kind and character of Seller with respect to Claims that arise from the Assets Properties or the ownership or operation thereof (other than of the Retained Obligations)Properties, but only to the extent which they arise and are attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before period on or after the Effective TimeDate in respect of the Properties (except as otherwise described below with regard to certain matters which may arise prior to, on or after the Effective Date), including any and all liabilities and obligations (A) to pay and deliver royalties, overriding royalties, non-participating royalties, and other burdens on production, (fB) obligations properly pay and distribute amounts held in suspense relating to properly plug and abandon the Properties, regardless of whether attributable to amounts suspended after the Effective Date or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of to amounts suspended prior to the AssetsEffective Date (being those for which Buyer received an adjustment to the Base Purchase Price hereunder), (gC) obligations in connection with or arising out of balancing of overproduction or underproduction from the Properties, regardless of whether attributable to restore imbalances occurring after the Effective Date or to imbalances occurring prior to the Effective Date (being those for which Buyer received an adjustment to the Base Purchase Price hereunder), (D) necessary to comply with all laws and governmental regulations with respect to the Properties, including the lawful plugging and abandonment of oil and gas xxxxx and the restoration of the surface of the Subject Interests and obligations land, or any governmental request or other requirement to remediate abandon any pipeline or bring facility or take any clean-up, remedial, or other action with respect to the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) Properties, regardless of when the events occurred (whether such obligations or conditions or event giving rise to such obligations aroseprior to, occurred or accrued before on, or after the Effective Time Date) that caused such condition to exist or the obligation to arise, (E) that arise under any Contracts or agreements constituting part of the Properties, (F) Buyer agrees to assume and perform any and all of the obligations and liabilities or alleged or threatened liabilities and obligations under any and all Environmental Laws (as defined in Section 14(e) below) with respect to the Properties, regardless of when the events occurred (whether prior to, on, or after the Effective Date) that caused such condition to exist or the obligation to arise; and (hG) any other dutyBuyer agrees to assume and perform those obligations and liabilities described on Exhibit 14(a) attached hereto (all of the duties, obligation, event, condition liabilities and obligations or liability alleged or threatened liabilities and obligations and Claims assumed by Buyer under the terms of this Agreement (collectively, hereunder are collectively referred to herein as the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 1 contract
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxxxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Assumed Obligations. Provided that At the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04Closing, Buyer hereby assumes shall assume and agree to perform and discharge all of the debts, liabilities, obligations, duties, obligations responsibilities and liabilities all other forms of every kind and character Losses (whether absolute or contingent, monetary or non-monetary, direct or indirect, known or unknown, or matured or unmatured, or of Seller with respect any other nature), to the extent relating to or arising out of the Purchased Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before Projects and first becoming due and owing after the Effective Time, including, without limitation, those arising out of (a) other than the terms of Excluded Obligations and except to the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement extent specifically referenced below (collectively, the “Assumed Obligations”). Buyer’s , in each case in accordance with their respective terms and subject to their respective conditions, including the following liabilities and obligations:
(1) liabilities and obligations under the Assumed Agreements, the Transferable Permits, and the Transferable Environmental Permits which become due and owing at or after the Effective Time, except as expressly provided in Section 2.4(2);
(2) liabilities, obligations, Environmental Claims, and demands arising under, in respect of, or relating to compliance or non-compliance by any Person with past, present, and future Environmental Laws and Environmental Permits, to the extent existing, arising, or asserted with respect to the Projects or the Purchased Assets at or after the Effective Time, except for Historical Environmental Liabilities;
(3) Historical Environmental Liabilities that result from or arise in connection with a breach of the covenants in Section 5.13;
(4) except as set forth in Exhibit 2.3(4), liabilities and obligations accruing or arising at or after the Effective Time (a) under any FERC Orders applicable to the Projects or the Purchased Assets or that otherwise affect or govern the rates, services or operations of the Projects or their saleable output, (b) the FERC Licenses, and (c) imposed on Buyer, or on the Purchased Assets or Projects, in connection with any Required Regulatory Approval, unless such liabilities and obligations were originally imposed on Seller prior to Effective Time and were necessary to bring the project or Projects into compliance with FERC Licenses;
(5) liabilities and obligations associated with the Purchased Assets or the Projects in respect of Taxes for which Buyer is liable pursuant to Section 2.7 or 5.7;
(6) liabilities to third parties for personal injury, property damage, tort or other Losses arising out of the ownership or operation of the Projects or Purchased Assets under any Law, including liabilities for such Losses associated with the employment or termination of employment of any employees of NewPage–WI transferred to Buyer, as well as Losses for workers’ compensation, arising on or after the Effective Date, or with respect to Losses for workers’ compensation, arising or accruing prior to the Effective Date but filed more than twenty four (24) months after the Effective Date, except to the extent that such Losses arise out of any act or omission by Seller occurring prior to the Effective Date;
(7) liabilities, duties and obligations related to the WVIC Shares which first become due and owing at or after the Effective Time;
(8) liabilities and obligations expressly allocated to the Buyer in any of the Ancillary Agreements; and
(9) liabilities and obligations not otherwise expressly listed or described in this Section 14.02 shall survive 2.3 that are associated with the Closing without time limitationownership, possession, use or operation of the Projects or the Purchased Assets and arising during or related to the period from and after the Effective Time, including those liabilities and obligations set forth on Exhibit 2.3(9).
Appears in 1 contract
Samples: Asset Sale Agreement (NewPage CORP)
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof of the Assets (other than the Retained Obligations), whether attributable to periods before and before, at or after the Effective Time, includingREGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, without limitationJOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF THE SELLER INDEMNITEES, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) Gas Imbalances, ; (c) payment of funds held in suspense accountsfor the benefit of Third Parties (it being agreed that, (d)(i) Asset Taxes allocable notwithstanding anything in this Agreement to the contrary, Buyer shall be solely responsible for the distribution of all suspended funds to Third Parties relating to the Assets and for which there is a Purchase Price adjustment pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and 12.02(b)(v)); (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (ed) the condition (including, without limitation, environmental condition) of the Subject Interests Assets, regardless of whether such condition arose before or after the Effective Time, ; (fe) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxor bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, ; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are deemed to constitute Assumed Obligations under Article IV; (h) the obligations and liabilities described in Section 16.01 to restore the surface extent Buyer does not provide Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing; (i) all unpaid ad valorem, property and similar Taxes and assessments based upon or measured by the ownership of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws Assets; (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (hj) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (k) any Retained Obligation as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 1 contract
Assumed Obligations. Provided that Effective as of the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04Date, Buyer hereby assumes all dutiesshall assume and shall thereafter pay, obligations and liabilities of every kind and character of Seller with respect to discharge or perform in the Assets or ordinary course only the ownership or operation thereof (other than the Retained Obligations), attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement following (collectively, the “"Assumed Obligations”"), and Parent shall guarantee such payment, discharge or performance, other than which neither Buyer nor Parent shall assume nor be obligated to pay, discharge or perform any liability or obligation of Seller and/or Lessor, whether direct or indirect, known or unknown, absolute or contingent, and all such liabilities and obligations shall remain with Seller and/or Lessor:
(a) Those trade payables incurred by the Genesta Business in the ordinary and normal course of business on or before the Closing Date and to the extent set forth on the Assumed Obligations Schedule attached hereto as SCHEDULE 1.4;
(b) Those accrued liabilities incurred by the Genesta Business in the ordinary and normal course of business on or before Closing Date and to the extent set forth on the Assumed Obligations Schedule attached hereto as SCHEDULE 1.4;
(c) Obligations to Lessor pursuant to two new facilities leases in substantially the form attached hereto as EXHIBIT A (the "New Leases"); and
(d) Subject to the provisions of ARTICLE XIII, Seller's obligations under those contracts and agreements included in the Transferred Assets as set forth on SCHEDULE 1.1(g). In the event that Seller is in default of performance under any Assumed Contract (other than a default of the type described in SECTION 9.1(b) in obtaining consent to assignment of an Assumed Contract waived in writing by Buyer’s obligations under this Section 14.02 shall survive ), Buyer shall, nonetheless, if legally possible, assume such Assumed Contract if, and to the Closing without time limitationextent that, Seller indemnifies and holds Buyer harmless in respect of any claims (and costs incurred incidental thereto, including reasonable attorneys' fees) arising in connection with or pursuant to Seller's default.
Appears in 1 contract
Assumed Obligations. Provided that the Closing occursoccurs and subject to, subject to BuyerSeller’s indemnification rights under obligations set forth in Section 14.0416.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof of the Assets (other than the Retained Obligations, Indemnified Title Defects or Indemnified Environmental Defects), whether attributable to periods before and before, at or after the Effective TimeTime REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, includingJOINT, without limitationCOMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNITEES, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) Gas Imbalances, suspense accounts; (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests Assets, regardless of whether such condition arose before or after the Effective Time, ; (d) the Plugging and Abandonment Obligations; (e) the Assumed Environmental Obligations; (f) obligations alleged Title Defects that are deemed to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, constitute Assumed Obligations under Article IV; (g) the obligations and liabilities described in Section 16.01(a) or 16.10(c) to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance extent that Buyer does not provide Seller with applicable Environmental Laws (including conducting any remediation activities that may be required a Claim Notice complying with Section 16.05 on or otherwise in connection with activities on before the Subject Interestsday that is thirty-six (36) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or months after the Effective Time and Closing; (h) all liability for any Taxes that are specifically allocated to the Buyer pursuant to Section 11.03; (i) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement Agreement; and (collectivelyj) any Retained Obligation as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.terms
Appears in 1 contract
Assumed Obligations. Provided that On the Closing occurs, terms and subject to Buyer’s indemnification rights under Section 14.04the conditions of this ------------------- Agreement, at the Closing, Buyer hereby assumes all duties, obligations will assume and liabilities of every kind and character of Seller with respect agree to the Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before and after the Effective Time, includingdischarge, without limitationrecourse to Seller, those arising out of (a) the terms all of the Easementsliabilities and obligations of Seller, Contractsdirect or indirect, Leasesknown or unknown, Personal Property absolute or Subject Interests comprising part of the Assetscontingent, (b) Gas Imbalanceswhether arising before, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before on or after the Effective Time, (f) obligations to properly plug and abandon the extent arising out of or re-plug related to the ownership or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part operation of the Acquired Assets, except for the liabilities and obligations excluded in Section 2.4 or as otherwise expressly provided in this ----------- Agreement (gthe "Assumed Obligations"). The Assumed Obligations include: -------------------
(a) all liabilities and obligations (other than Taxes) associated with or attributable to restore the surface Owned Real Property, the Transferred Lines, the Tangible Personal Property, the Tangible Personal Property Leases (to the extent assigned under Section 2.5), the Transferred Easements, the Transferred Contracts, the ----------- Permits that relate exclusively to the Acquired Assets or the Permits that relate exclusively to the Ohio T&D Business, and all liabilities and obligations relating to or arising under any tariffs to which the Ohio T&D Business is subject, including tariffs being reviewed or processed by the applicable Governmental Entity, subject to the terms and conditions of each;
(b) the Regulatory Liability as of the Subject Interests Effective Time;
(c) all liabilities and obligations with respect to remediate or bring workers' compensation claims related to the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before Transferring Employees arising at or after the Effective Time Time, except to the extent any such liability or obligation is retained by Seller pursuant to Section 2.4(i); -------------
(d) except to the extent otherwise provided in Section 7.8, all liabilities ----------- and obligations with respect to the Transferring Employees that arise after the Hire Date of such Transferring Employee;
(e) all liabilities and obligations to the extent arising out of or related to the ownership or operation of the Acquired Assets arising under or in any way related to any Environmental Laws or other Laws (including those that come into effect at or after the Effective Time);
(f) all customer advances, customer deposits and construction advances, and all advances or deposits for unperformed service obligations, Easement relocation obligations, and engineering and construction required to complete scheduled construction, construction work in progress, and all other capital expenditure projects and obligations, in each case specifically related to the Acquired Assets and outstanding at the Effective Time;
(g) all Current Liabilities, other than Accounts Payable, as of the Effective Time; and
(h) any other duty, obligation, event, condition or liability assumed by Buyer under all of Seller's obligations to provide default electric service in the terms State of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitationOhio.
Appears in 1 contract
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof of the Assets (other than the Retained Obligations), whether attributable to periods before and or after the Effective Time, includingREGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, without limitationJOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY OF THE SELLER INDEMNITEES, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) Gas Imbalances, ; (c) payment of funds held in suspense accountsfor the benefit of Third Parties (it being agreed that, (d)(inotwithstanding anything in this Agreement to the contrary, Buyer shall be solely responsible for the distribution of all suspended funds to Third Parties relating to the Assets to the extent there is a Purchase Price adjustment related to the interest of such Third Party(ies) Asset Taxes allocable to Buyer interest pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and 12.02(b)(vi)); (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (ed) the condition (including, without limitation, environmental condition) of the Subject Interests Assets, regardless of whether such condition arose before or after the Effective Time, ; (fe) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxor bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, ; (f) the Assumed Environmental Obligations; (g) obligations alleged Title Defects that are deemed to restore constitute Assumed Obligations under Article IV; (h) the surface of Losses for which Buyer would be entitled to indemnification under Section 16.04 to the Subject Interests and obligations to remediate or bring the Subject Interests into compliance extent (I) Buyer does not provide Seller with applicable Environmental Laws (including conducting any remediation activities that may be required a Claim Notice complying with Section 16.07 on or otherwise before the date required by Section 16.05, or (II) such Losses are in connection with activities on the Subject Interests) regardless excess of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time any limitations of Seller’s liability under Section 16.05; and (hi) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (j) any Retained Obligation as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mid-Con Energy Partners, LP)
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before At and after the Effective Time, includingBuyer shall assume and covenant to pay, without limitationperform and discharge only the following obligations relating to the Seller, those arising out of the Acquired Assets and the Business, but excluding the Retained Obligations (acollectively, the "Assumed Obligations"):
(i) the terms all obligations and liabilities of the Easements, Contracts, Leases, Personal Property Seller for performance under the Assigned Contracts arising or Subject Interests comprising part accruing from and after the Effective Time;
(ii) any Taxes of the AssetsBuyer, (b) Gas Imbalancesany Taxes attributable to the Acquired Assets or the Business for any period from and after the Effective Time, (c) suspense accounts, (d)(i) Asset Including any Taxes allocable that are prorated to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii13.2;
(iii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) any third party claims against any of the Subject Interests regardless of whether such condition arose before Acquired Assets or the Business or the Seller solely to the extent attributable to occurrences or events which occur from and after the Effective Time;
(iv) all obligations relating to the Transferred Employees solely to the extent arising or accruing from and after the Effective Time, Including any liabilities under the WARN Act;
(fv) obligations all EHS Liabilities relating to properly plug the Business and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Acquired Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate whether arising or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations aroseoccurring prior to, occurred or accrued before at, or after the Effective Time (subject to Seller's indemnification obligations, and (h) any other dutythe limitations thereon, obligation, event, condition or liability assumed by Buyer under the terms pursuant to Article X and Article XI of this Agreement Agreement, and Seller's obligations pursuant to Section 2.2(b)(xi) of this Agreement); and
(collectively, vi) the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive operation of the Closing without time limitationBusiness and the Acquired Assets from and after the Effective Time.
Appears in 1 contract
Samples: Asset Purchase Agreement (Travelcenters of America Inc)
Assumed Obligations. Provided that the Closing occurs, occurs and subject to BuyerSeller’s Retained Obligations set forth in Section 16.01 and Seller’s indemnification rights under obligations set forth in Section 14.0416.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof of the Assets (other than the Retained Obligations), whether attributable to periods before and before, at or after the Effective TimeTime REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, includingJOINT, without limitationCOMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNITEES, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests Assets, regardless of whether such condition arose before or after the Effective Time, ; (c) the Plugging and Abandonment Obligations; (d) the Assumed Environmental Obligations; (e) alleged Title Defects that are deemed to constitute Assumed Obligations under Article IV; (f) the obligations and liabilities described in Section 16.01(a) or 16.01(c) to properly plug the extent Buyer does not provide Seller with a Claim Notice complying with Section 16.05 on or before the day occurring nine (9) months after the Closing; (g) all unpaid ad valorem, property, severance, and abandon production Taxes and assessments based upon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part measured by the ownership of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and ; (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; (i) the payment or improper payment or distribution of suspense revenues and royalties accruing under the Leases from and after the Effective Time; and (k) any Retained Obligation as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive The term “Plugging and Abandonment Obligations” means any and all responsibility and liability for the Closing without time limitationfollowing, arising out of or relating to the Assets, whether before, on or after the Effective Time: (i) the necessary and proper plugging, replugging, abandonment, re-abandonment, or burying of the Xxxxx; (ii) the necessary and proper removal, abandonment, re-abandonment, and disposal of all structures, pipelines, gathering lines, flow lines, equipment, operating inventory, abandoned property, trash, refuse, and junk located on or comprising part of the Assets; (iii) the necessary and proper capping and burying of all associated flow lines or gathering lines located on or comprising part of the Assets in connection with any plugging, replugging, abandonment, re-abandonment, or burying of the Xxxxx; (iv) to the extent not covered by clause (ii) above, the necessary and proper removal, removal, abandonment, re-abandonment, disposal, and decommissioning of any facilities comprising part of the Assets; and (v) the necessary and proper restoration of the surface and subsurface of the Assets (including any required reclamation) to the condition required by applicable Laws and Contracts.
Appears in 1 contract
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof of the Assets (other than the Retained Obligations), whether attributable to periods before and or after the Effective Time, includingREGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, without limitationJOINT, COMPARATIVE OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY OF THE SELLERS INDEMNITEES, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) Gas Imbalances, ; (c) payment of funds held in suspense accountsfor the benefit of Third Parties (it being agreed that, (d)(inotwithstanding anything in this Agreement to the contrary, Buyer shall be solely responsible for the distribution of all suspended funds to Third Parties relating to the Assets to the extent there is a Purchase Price adjustment related to the interest of such Third Party(ies) Asset Taxes allocable to Buyer interest pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and 12.02(b)(vi)); (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (ed) the condition (including, without limitation, environmental condition) of the Subject Interests Assets, regardless of whether such condition arose before or after the Effective Time, ; (fe) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxor bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, ; (f) the Assumed Environmental Obligations; (g) obligations alleged Title Defects that are deemed to restore constitute Assumed Obligations under Article IV; (h) the surface of Losses for which Buyer would be entitled to indemnification under Section 16.04 to the Subject Interests and obligations to remediate or bring the Subject Interests into compliance extent (I) Buyer does not provide Sellers with applicable Environmental Laws (including conducting any remediation activities that may be required a Claim Notice complying with Section 16.07 on or otherwise before the date required by Section 16.05, or (II) such Losses are in connection with activities on the Subject Interests) regardless excess of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time any limitations of Sellers’ liability under Section 16.05; and (hi) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (j) any Retained Obligation as to which Sellers do not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mid-Con Energy Partners, LP)
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (BreitBurn Energy Partners L.P.)
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof of the Assets (other than the Retained Obligations), whether attributable to periods before and before, at or after the Effective TimeTime REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, includingJOINT, without limitationCOMPARATIVE OR - 39 - CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNITEES, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) Gas Imbalances, ; (c) suspense accounts, ; (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (ed) the condition (including, without limitation, environmental condition) of the Subject Interests Assets, regardless of whether such condition arose before or after the Effective Time, ; (fe) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxor bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, ; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are deemed to constitute Assumed Obligations under Article IV; (h) the obligations and liabilities described in Section 16.01 to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance extent Buyer does not provide Seller with applicable Environmental Laws (including conducting any remediation activities that may be required a Claim Notice complying with Section 16.05 on or otherwise before the day occurring six (6) months after the Closing with respect to claims arising under Section 16.01(d) in connection with activities the breach by Seller of any representation contained in Sections 6.06 through 6.16, or on or before the Subject Interestsday occurring twelve (12) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or months after the Effective Time Closing with respect to claims arising under Sections 16.01(a), 16.01(b), 16.01(c), 16.01(d)(in connection with the breach by Seller of any representation contained in Sections 6.01 through 6.05), 16.01(e) and 16.01(f); (hi) all unpaid ad valorem, property and similar taxes and assessments based upon or measured by the ownership of the Assets; (j) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (k) any Retained Obligation as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
Appears in 1 contract
Assumed Obligations. Provided that the Closing occurs, Except as provided in Section 10.4 and subject to Buyer’s indemnification rights under Section 14.0410.3, Buyer hereby assumes all dutiesat Closing, Purchaser shall assume, pay, discharge and perform the following (the “Assumed Obligations”):
(a) other obligations and liabilities of every kind and character of Seller but only to the extent that there shall have been an adjustment or accounting adjustment entry with respect thereto pursuant to the Assets Section 3.2;
(b) all obligations and liabilities relating to, arising out of or the attributable to ownership or operation thereof (other than of the Retained Obligations), attributable to periods before and Assets after the Effective TimeDate (including all liability for plugging and abandoning any of the Xxxxx) other than any Income Taxes of Seller (without prejudice to Purchaser’s right to enforce representations, includingwarranties, without limitationcovenants and indemnities expressly provided under this Agreement);
(c) commencing one (1) year after the Effective Date, those all obligations and liabilities relating to, arising out of (a) the terms or attributable to ownership or operation of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests Assets regardless of whether such condition obligations and liabilities arose before or after the Effective TimeDate, (fincluding, but not limited to those matters described in Section 10.3 (c)), other than any Income Taxes of Seller and those matters described in Sections 10.3(a), 10.3(b), 10.3(d), and 10.3(e) obligations of this Agreement (without prejudice to properly Purchaser’s right to enforce representations, warranties, covenants and indemnities expressly provided under this Agreement);
(d) all responsibility, obligation, and liability to plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations Xxxxx described on Exhibit A and to restore the surface of the Subject Interests Lands, both in accordance with all applicable leases, surface use agreements, statutory and common laws, and the regulations of any governmental entities, and Purchaser agrees to defend, indemnify, and hold Seller harmless from and against any and all liability related thereto; and
(e) other than with respect to title and environmental matters and the Excluded Obligations, any and all liabilities, obligations to remediate or bring commitments arising after the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise Effective Date in connection with activities on or relating in any way to the Subject Interests) regardless use, ownership or operation of whether such obligations the Assets, and for proper and prompt payment of any suspended revenues, together with any interest due thereon if properly accrued or conditions or event giving rise reserved by Seller and the funds were transferred to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitationPurchaser.
Appears in 1 contract
Assumed Obligations. Provided that the Closing occurs, subject to Buyer’s indemnification rights under Section 14.04, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof of the Assets (other than the Retained Obligations), whether attributable to periods before and before, at or after the Effective TimeTime REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY THE SOLE, includingJOINT, without limitationCOMPARATIVE OR CONCURRENT NEGLIGENCE OR STRICT LIABILITY OF THE SELLER INDEMNITEES, including those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, ; (b) Gas Imbalances, ; (c) suspense accounts, ; (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (ed) the condition (including, without limitation, environmental condition) of the Subject Interests Assets, regardless of whether such condition arose before or after the Effective Time, ; (fe) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxor bury xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, ; (f) the Assumed Environmental Obligations; (g) alleged Title Defects that are deemed to constitute Assumed Obligations under Article IV; (h) the obligations and liabilities described in Section 16.01 to restore the surface extent Buyer does not provide Seller with a Claim Notice complying with Section 16.05 on or before the day occurring one (1) year after the Closing; (i) all unpaid ad valorem, property and similar taxes and assessments based upon or measured by the ownership of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws Assets; (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time and (hj) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement; and (k) any Retained Obligation as to which Seller does not have, or no longer has, an obligation to indemnify Buyer in accordance with the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
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Assumed Obligations. Provided that Without limiting Purchaser’s rights to indemnity under this Article 11, on the Closing occursDate, subject Purchaser shall assume and hereby agrees to Buyer’s indemnification rights under Section 14.04fulfill, Buyer hereby assumes perform, pay, and discharge (or cause to be fulfilled, performed, paid, or discharged) all duties, of the obligations and liabilities of every kind Seller and character of Seller its Affiliates, known or unknown, with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations aroseliabilities arose prior to, occurred or accrued before on, or after the Effective Time and (h) any other dutyDate, obligation, event, condition or liability assumed by Buyer under including the terms of this Agreement following (collectively, the “Assumed Obligations”). Buyer’s ):
(a) subject to the adjustments to the Cash Base Purchase Price and Contingent Value Payment set forth in Section 2.3, all obligations under this Section 14.02 shall survive and liabilities arising from or in connection with any production, pipeline, storage, processing, or other imbalance attributable to Hydrocarbons produced from the Properties, whether before, on, or after the Effective Date, including obligations to furnish makeup gas in accordance with the terms of applicable gas sales, gathering, or transportation Contracts;
(b) obligations to pay working interests, royalties, overriding royalties, and other interests held in suspense by Seller as of the Closing without Date;
(c) obligations for plugging and abandonment of all of the Xxxxx and dismantlement, decommissioning, or abandonment of all structures and Equipment included in, located on, or covered by the Assets and restoration of the surface covered by the Assets in accordance with applicable Laws (whether or not required to be plugged, abandoned, dismantled, or restored as of the Effective Date, including any obligations to assess, remediate, remove, and dispose of NORM, asbestos, mercury, drilling fluids, chemicals, and produced waters and Hydrocarbons);
(d) all Damages and obligations arising from, or relating to, Title Defects, deficiencies, or other title matters with respect to the Assets, whether arising or relating to periods of time limitationbefore, on, or after the Effective Date;
(e) all Damages and obligations arising from, or relating to, Environmental Defects, or other environmental matters with respect to the Assets, whether arising or relating to periods of time before, on, or after the Effective Date, including Environmental Liabilities; and
(f) Taxes relating to the Assets that are not Seller Taxes.
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Samples: Purchase and Sale Agreement (Empire Petroleum Corp)
Assumed Obligations. Provided that the Closing occurs, subject to BuyerSeller’s indemnification rights under Section 14.04obligations for the Retained Obligations, Buyer hereby assumes all duties, obligations and liabilities of every kind and character of Seller with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) the payment of royalties, rentals and other similar payments or payments held in suspense accountsunder the Leases relating to the Subject Interests accruing from and after the Effective Time, (d)(i) Asset Taxes allocable together with any suspense accounts attributable to periods prior to the Effective Time for which Buyer receives credit at Closing pursuant to Section 9.02 taking into account10.02(b), and without duplication of, such (d) Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective TimeAssets, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxxxxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise to such obligations arose, occurred or accrued before or after the Effective Time Time, and (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”). Buyer’s obligations under this Section 14.02 shall survive the Closing without time limitation.
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Assumed Obligations. Provided that Without limiting Buyer's rights to indemnity under this Section 22, on the Closing occursDate Buyer shall assume and hereby agrees to fulfill, subject perform, pay and discharge (or cause to Buyer’s indemnification rights under Section 14.04be fulfilled, Buyer hereby assumes performed, paid or discharged) all duties, of the obligations and liabilities of every kind Seller and character of Seller its Affiliates, known or unknown, with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations)Properties, attributable to periods before and after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases, Personal Property or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d)(i) Asset Taxes allocable to Buyer pursuant to Section 9.02 taking into account, and without duplication of, such Asset Taxes effectively borne by Buyer pursuant to Section 10.02(a)(ii) or Section 12.02 and (ii) the Transfer Taxes, if any, allocable to Buyer pursuant to Section 9.01, (e) the condition (including, without limitation, environmental condition) of the Subject Interests regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove wxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Subject Interests and obligations to remediate or bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests) regardless of whether such obligations or conditions or event giving rise liabilities arose prior to such obligations arose, occurred or accrued before or after the Effective Time and (h) any other dutyClosing Date, obligationincluding but not limited to, event, condition or liability assumed by Buyer under obligations to furnish makeup gas according to the terms of this Agreement applicable gas sales, gathering or transportation Contracts, production balancing obligations, crude oil scheduling imbalances, obligations to pay working interests, royalties, overriding royalties and other interests held in suspense, obligations under any Environmental Laws, obligations to plug and replug wells and dismantle structures, and to restore and/or remediate thx Xxxperties, ground water, surface water, soil or seabed in accordance with applicable agreements and Laws, including any obligations to assess, remediate, remove and dispose of NORM, MMMF, asbestos, mercury, drilling fluids and chemicals, and produced waters and hydrocarbons, other environmental liabilities with respect to the Properties and continuing obligations under the Contracts or any agreements pursuant to which the Seller or its Affiliates purchased Properties prior to the Closing (collectivelyall of said obligations and liabilities, subject to the “exclusions of the proviso below, herein being referred to as "Assumed Obligations”"). Buyer’s ; provided, however, that Buyer does not assume any obligations to the extent that they are: (i) attributable to or arise out of the Excluded Properties; (ii) required to be borne by Seller under this Section 14.02 shall survive 14; (iii) Tax obligations retained by Seller pursuant to Section 26 or 27; (iv) the Closing without time limitationresponsibility of Seller under Section 22(d); or (v) for joint interest billing obligations incurred prior to the Effective Time.
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