Common use of Assumed Obligations Clause in Contracts

Assumed Obligations. Subject to Closing occurring, and further subject to the Seller’s indemnification provisions of Section 16.4, 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 16.2.1(a)(ii) below, all of the obligations, liabilities and Claims of or against the Seller, known or unknown, with respect to the Assets, but only insofar as the same arise on, or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, including, but not limited to: (i) the 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 Assets may be burdened, insofar as the same are attributable to the periods from and after the Effective Time; (ii) 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; (iii) any other Claims arising, directly or indirectly from, or incident to, the use, occupation, operation (including but not limited to royalty and accounting claims or production or pipeline imbalances) or maintenance of any of the Assets arising or occurring from and after the Effective Time; and (b) all of those liabilities and obligations described in Section 16.2.2, and (c) following the expiration of Seller’s indemnity obligations as set forth in Section 16.4, any and all duties and obligations or Claims which would fall under Sections 16.4(iii) through (v), inclusive, whether arising before, on or after the Closing except as otherwise provided in Section 16.4, (collectively (a), (b), and (c) shall be referred to as the “Assumed Obligations”).

Assumed Obligations. Subject to Closing occurring, and further subject to the Seller’s indemnification provisions of Section 16.416.4 and the special warranty of title in the Conveyances, 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 16.2.1(a)(ii) below, all of the obligations, liabilities and Claims of or against the Seller, known or unknown, with respect to the Assetsto, but only insofar as the same arise on, or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, including, but not limited to: (i) the payment and/or performance of all taxesproduction, severance and excise Taxes (but specifically excluding Income Taxes and other Taxes for which Seller is responsible under Section 16.4), 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 Assets may be burdened, insofar as the same are attributable to the periods from and after the Effective Time; (iib) all of the obligations, liabilities and Claims of Seller, known or unknown, with respect to the Assets, but only insofar as the same arise on, or after, and are attributable to actions, occurrences and operations conducted from and after the Effective Time, including, but not limited to, (i) 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 DateEffective Time; (iiiii) any other Claims claims arising, directly or indirectly from, or incident to, the use, occupation, operation (including but not limited to royalty and accounting claims or production or pipeline imbalances) or maintenance of any of the Assets arising or occurring from and after the Effective Time; (c) the obligations, liabilities and Claims associated with the matters described on Schedule 5.9; and (bd) all of those liabilities and obligations described in Section 16.2.2, and (c) following the expiration of Seller’s indemnity obligations as set forth in Section 16.4, any and all duties and obligations or Claims which would fall under Sections 16.4(iii) through (v), inclusive, whether arising before, on or after the Closing except as otherwise provided in Section 16.4, (collectively (a), (b), (c), and (cd) shall be referred to as the “Assumed Obligations”” provided, however, that the Assumed Obligations shall not include the Retained Environmental Liabilities).

Assumed Obligations. Subject to Closing occurring, and further subject to the Seller’s indemnification provisions of Section 16.415.4 and the terms and conditions of this Agreement, Buyer Group 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 16.2.1(a)(ii) below, all of the obligations, liabilities and Claims of or against the Seller, known or unknown, with respect to the Assets, but only insofar as the same arise on, or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, including, but not limited to, the following obligations: (i) the payment and/or performance of all taxesTaxes, 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 Assets may be burdened, insofar as the same are attributable to the periods from and after the Effective Time; (ii) Claims 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 DateEffective Time; provided, however, Seller shall promptly notify Buyer in writing of any incidents, accidents or other events that result in any personal injury, illness, bodily injury or death of any person arising on or after the Effective Time through Closing; (iii) any other Claims claims arising, directly or indirectly from, or incident to, the use, occupation, operation (including but not limited to royalty and accounting claims or production or pipeline imbalances) or maintenance of any of the Assets arising or occurring from on and after the Effective Time; and (b) all of those the liabilities and obligations described in Section 16.2.215.2.2, and (c) following the expiration of Seller’s indemnity obligations as set forth in Section 16.415.4, any and all duties and obligations or Claims claims which would fall under Sections 16.4(iii15.4(iii) through (v), inclusive, whether arising before, on or after the Closing except as otherwise provided in Section 16.4, Effective Time (collectively (a), (b), ) and (c) shall be referred to as the “Assumed Obligations”).

Assumed Obligations. Subject to Closing occurring, and further subject to the Seller’s indemnification provisions of Section 16.4, 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 16.2.1(a)(ii) below, all of the obligations, liabilities and Claims of or against the Seller, known or unknown, with respect to the Assets, but only insofar as the same arise on, or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, including, but not limited to:, (i) the 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 Assets may be burdened, insofar as the same are attributable to the periods from and after the Effective Time; (ii) Claims 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 DateEffective Time; (iii) any other Claims claims arising, directly or indirectly from, or incident to, the use, occupation, operation (including but not limited to royalty and accounting claims or production or pipeline imbalances) or maintenance of any of the Assets arising or occurring from and after the Effective Time; and (b) all of those liabilities and obligations described in Section 16.2.2, 16.2.2 and (c) following the expiration of Seller’s indemnity obligations as set forth in Section 16.4, any and all duties and obligations or Claims claims which would fall under Sections 16.4(iii) through (vvi), inclusive, whether arising before, on or after the Closing except as otherwise provided in Section 16.4, Effective Time (collectively (a), (b), ) and (c) shall be referred to as the “Assumed Obligations”).

Assumed Obligations. Subject to Closing occurring, and further subject to the Seller’s indemnification provisions of Section 16.4, 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 16.2.1(a)(ii) below, all of the obligations, liabilities and Claims of or against the Seller, known or unknown, with respect to the Assets, but only insofar as the same arise on, or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, including, but not limited to:, (i) the 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 Assets may be burdened, insofar as the same are attributable to the periods from and after the Effective Time; (ii) Claims 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 DateEffective Time; (iii) any other Claims claims arising, directly or indirectly from, or incident to, the use, occupation, operation (including but not limited to royalty and accounting claims or production or pipeline imbalances) or maintenance of any of the Assets arising or occurring from and after the Effective Time; and (b) all of those liabilities and obligations described in Section 16.2.2, (c) twenty-seven percent (27%) of Seller’s obligations arising under the Oneok Gas Purchase Agreement. and the Concurrent Contracts as described in Section 11.5, as well as the assumption of Buyer’s share of Seller’s obligations under the remaining Oneok Contracts as described in Sections 11.6 and 11.7, and (cd) following the expiration of Seller’s indemnity obligations as set forth in Section 16.4, any and all duties and obligations or Claims claims which would fall under Sections 16.4(iii) through (vvi), inclusive, whether arising before, on or after the Closing except as otherwise provided in Section 16.4, Effective Time (collectively (a), (b), (c) and (cd) shall be referred to as the “Assumed Obligations”).

Assumed Obligations. Subject to Closing occurring, and further subject to the Seller’s indemnification provisions of Section 16.4, 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 16.2.1(a)(ii) below, all of the obligations, liabilities and Claims of or against the Seller, known or unknown, with respect to the Assets, but only insofar as the same arise on, or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, including, but not limited to: (i) the payment and/or performance of all taxesTaxes, 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 Assets may be burdened, insofar as the same are attributable to the periods from and after the Effective Time; (ii) 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; (iii) any other Claims arising, directly or indirectly from, or incident to, the use, occupation, operation (including but not limited to royalty and accounting claims Claims or production or pipeline imbalances) or maintenance of any of the Assets arising or occurring from and after the Effective Time; and (b) all of those liabilities and obligations described in Section 16.2.2, and (c) following the expiration of Seller’s indemnity obligations as set forth in Section 16.4, any and all duties and obligations or Claims which would fall solely under Sections 16.4(iii) through (v), inclusive, and Section 16.4(ix), whether arising before, on or after the Closing except as otherwise provided in Section 16.4, (collectively (a), (b), ) and (c) shall be referred to as the “Assumed Obligations”).

Assumed Obligations. Subject to Closing occurring, and further subject to the Seller’s indemnification provisions of Section 16.4, 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 16.2.1(a)(ii) below, all of the obligations, liabilities and Claims of or against the Seller, known or unknown, with respect to the Assets, but only insofar as the same arise on, or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, including, but not limited to: (i) the payment and/or performance of all taxesTaxes, 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 Assets may be burdened, insofar as the same are attributable to the periods from and after the Effective Time; (ii) 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; (iii) any other Claims arising, directly or indirectly from, or incident to, the use, occupation, operation (including but not limited to royalty and accounting claims Claims or production or pipeline imbalances) or maintenance of any of the Assets arising or occurring from and after the Effective Time; and (b) all of those liabilities and obligations described in Section 16.2.2, and (c) following the expiration of Seller’s indemnity obligations as set forth in Section 16.4, any and all duties and obligations or Claims which would fall under Sections 16.4(iii) through (v), inclusive, whether arising before, on or after the Closing except as otherwise provided in Section 16.4, (collectively (a), (b), ) and (c) shall be referred to as the “Assumed Obligations”).

Assumed Obligations. Subject to Closing occurring, and further subject to the Seller’s indemnification provisions of Section 16.413.4, 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 16.2.1(a)(ii) below, all of the obligations, liabilities and Claims of or against the Seller, known or unknown, with respect to the Assets, but only insofar as the same arise on, or after, and are attributable to actions, occurrences and operations conducted from and after, the Effective Time, including, but not limited to: (i) the 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 Assets may be burdened, insofar as the same are attributable to the periods from and after the Effective Time; (ii) all Taxes imposed on or associated with the Assets attributable to periods (or portions thereof) beginning on or after the Effective Time, other than Seller Taxes; (iii) 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 (or otherwise attributable to actions, occurrences or operations conducted after) the Closing DateEffective Time; (iiiiv) any other Claims arising, directly or indirectly from, or incident to, the use, occupation, operation (including but not limited to royalty and accounting claims Claims or production or pipeline imbalances) or maintenance of any of the Assets arising or occurring from and after the Effective Time; and (b) all of those liabilities and obligations described in Section 16.2.213.2.2 (and, for purposes of clarity, the obligations and liabilities assumed pursuant to any other clause set forth in this Section 13.2.1 shall not include any liabilities or obligations relating to environmental matters, which are addressed solely in Section 13.2.2); (c) all Transfer Taxes; and (cd) following the expiration of Seller’s indemnity obligations as set forth in Section 16.413.5, any and all (i) duties and obligations or Claims which would fall contemplated under Sections 16.4(iiiSection 13.4(iv) through and (v)ii) Liabilities for personal injury or death on, inclusiveassociated with or appurtenant to the Assets, in each case whether arising before, on or after the Closing except as otherwise provided in Section 16.4, Closing; (collectively (a), (b), (c) and (cd) shall be referred to as the “Assumed Obligations”).