Common use of Assumption and Indemnification By Buyer Clause in Contracts

Assumption and Indemnification By Buyer. From and after the Closing, Buyer shall assume timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the Closing (including, without limitation, those arising under the Applicable Contracts), other than the Retained Obligations (collectively, the “Assumed Obligations”). Provided that the Closing occurs, Buyer shall indemnify and hold the Seller Indemnified Parties harmless from and against any and all claims, actions, causes of action, liabilities, damages, costs or expenses (including, without limitation, court costs and consultants’ and attorneys’ fees) of any kind or character (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of: (a) any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement; (b) the Assumed Obligations, provided that, with respect to Seller’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (b) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; (c) except for the Retained Obligations, the condition (“Condition of the Properties”) of the Properties on the date of Closing (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, xxxxx, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Applicable Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Closing; provided that, with respect to Seller’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (c) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; or (d) any Defect, except for any right of Buyer under Article VII to an adjustment to the Base Purchase Price for such Defect or to exclude a Property for such Defect and to receive a reduction in the Base Purchase Price to account for the exclusion of such Property.

Assumption and Indemnification By Buyer. From and after the Closing, Buyer shall assume timely pay and performassume, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the Closing (including, without limitation, those arising under the Applicable Contracts), other than the Retained Obligations (collectively, the “Assumed Obligations”). Provided that the Closing occurs, Buyer shall indemnify and hold the Seller Indemnified Parties (and its partners, members, and all their affiliates, and all their respective directors, officers, employees, attorneys, contractors and agents) harmless from and against any and all claims, actions, causes of action, liabilities, damages, costs or expenses (including, without limitation, court costs and consultants’ and attorneys’ fees) of any kind or character (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of: (a) any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement;, (b) the Assumed Obligations, provided that, with respect to Seller’s Indemnified Claims that occurred ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the ClosingEffective Date (including, Buyer is not obligated to indemnify Seller without limitation, those arising under this subparagraph (bthe contracts and agreements described in Section 2.1(d) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement;above), (c) except for the Retained Obligations, the condition (“Condition of the Properties”) of the Properties on the date of Closing (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, xxxxxxxxxx located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Applicable Environmental Laws, rules, regulations and orders, including conducting any remediation remediation, investigation, removal or cleanup activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Closing; provided thatEffective Date, with respect to Seller’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (c) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; or (d) any Defecthazardous substances, except for any right hazardous wastes, solid wastes, or special wastes (as defined under Applicable Environmental Laws) disposed of Buyer under Article VII to an adjustment to on the Base Purchase Price for such Defect Properties or to exclude a Property for such Defect and to receive a reduction generated in connection with operation of the Base Purchase Price to account for the exclusion of such PropertyProperties. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii) THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON ANY INDEMNIFIED PARTY.

Assumption and Indemnification By Buyer. From and after the Closing, Buyer shall assume timely pay assume, indemnify and performhold Seller (and its partners, members, and all dutiestheir affiliates, obligations and liabilities relating to all their respective directors, officers and employees ) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and consultants’ and attorneys’fees) of any kind or character (individually a “Seller’s Indemnified Loss” and collectively “Seller’s Indemnified Losses”) arising out of (a) any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement, or any certificate delivered at the Closing, (b) the ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the Closing (including, without limitation, those arising under the Applicable Contractscontracts and agreements described in Section 2.1(d) above), other than the Retained Obligations (collectively, the “Assumed Obligations”). Provided provided that the Closing occurs, Buyer shall indemnify and hold the Seller Indemnified Parties harmless from and against any and all claims, actions, causes of action, liabilities, damages, costs or expenses (including, without limitation, court costs and consultants’ and attorneys’ fees) of any kind or character (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of: (a) any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement; (b) the Assumed Obligations, provided that, with respect to Seller’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (b) for any Buyer’s Indemnified Claim Loss to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim Loss pursuant to this Agreement;, (c) except for the Retained Obligations, the condition (“Condition of the Properties”) of the Properties on the date of Closing (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, xxxxxxxxxx located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Applicable Environmental Lawsapplicable environmental laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Closing; provided that, with respect to Seller’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (c) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; or (d) any Defect, except for any right of Buyer under Article VII to an adjustment to the Base Purchase Price for such Defect or to exclude a Property for such Defect and to receive a reduction in the Base Purchase Price to account for the exclusion of such Property.

Assumption and Indemnification By Buyer. From and after the Closing, Buyer shall assume timely pay and performassume, all dutiesindemnify, obligations and liabilities relating to the ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the Closing (including, without limitation, those arising under the Applicable Contracts), other than the Retained Obligations (collectively, the “Assumed Obligations”). Provided that the Closing occurs, Buyer shall indemnify defend and hold the Seller Indemnified Parties (and its Affiliates, their respective successors and assigns and their respective owners, directors, officers, managers and employees) harmless from and against any and all claims, actions, causes of action, liabilities, damages, costs or expenses (including, without limitation, court costs and consultants’ and attorneys’ fees) of any kind or character Damages (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) to the extent arising out offrom or related to: (a) any misrepresentation or breach of any warranty, covenant or agreement of Buyer or Issuer contained in this AgreementAgreement that survives Closing; (b) the Assumed Obligationsoperation of the Properties prior to and after the Effective Date, provided that, with respect to Sellerexcept for Buyer’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (b) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement;Section 13.2; or (c) except for the Retained Obligations, the condition (“Condition of the Properties”) of the Properties on the date of Closing (includingbefore, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, xxxxx, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Applicable Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on after the Properties)Effective Date, regardless of whether such condition or the events giving rise to such condition arose or occurred before before, on or after the Closing; provided thatEffective Date, with respect to Sellerexcept for Buyer’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (c) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; or Section 13.2. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS OF BUYER SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (di) any DefectNEGLIGENCE (INCLUDING SOLE NEGLIGENCE, except for any right of Buyer under Article VII to an adjustment to the Base Purchase Price for such Defect or to exclude a Property for such Defect and to receive a reduction in the Base Purchase Price to account for the exclusion of such PropertySIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNITEE, (ii) STRICT LIABILITY, OR (iii) ANY VIOLATION OF ANY LAW, RULE, REGULATION OR ORDER RELATED TO THE OWNERSHIP OR OPERATION OF THE PROPERTIES, INCLUDING APPLICABLE ENVIRONMENTAL LAWS.

Assumption and Indemnification By Buyer. From and after the Closing, Buyer shall assume timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the Closing (including, without limitation, those arising under the Applicable Contracts), other than the Retained Obligations (collectively, the “Assumed Obligations”). Provided that the Closing occurs, Buyer shall indemnify and hold the Seller’s partners, members, and all their affiliates, and all their respective directors, officers, employees, attorneys, contractors, subcontractors, insurers, and agents (collectively “Seller Indemnified Parties Indemnitees”) harmless from and against any and all claims, actions, causes of action, liabilities, damages, costs or expenses (including, without limitation, court costs and consultants’ and reasonable attorneys’ fees) of any kind or character (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of: (a) any misrepresentation or breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement; (b) the Assumed ObligationsProperties and any liability, loss, claim or obligation arising thereunder or with respect thereto, regardless of whether the same accrued or otherwise arose before or after the Closing (including, without limitation, those arising under the contracts and agreements described in Section 2.1 above, provided that, with respect to Seller’s Indemnified Claims that occurred or arose before the ClosingEffective Date, Buyer is not obligated to indemnify Seller under this subparagraph (b) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; (c) except for the Retained Obligations, the condition (“Condition of the Properties”) of the Properties on the date of Closing (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, xxxxx, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Applicable Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the ClosingEffective Date; provided that, with respect to Seller’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (c) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; orand (d) any Defect. EXCEPT AS TO THOSE CLAIMS ARISING UNDER SECTION 15 OF THE COOPERATION AGREEMENT, except for any right of Buyer under Article VII to an adjustment to the Base Purchase Price for such Defect or to exclude a Property for such Defect and to receive a reduction in the Base Purchase Price to account for the exclusion of such PropertyTHE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii) STRICT LIABILITY.

Assumption and Indemnification By Buyer. From and after the Closing, Buyer shall assume timely pay and performassume, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the Closing (including, without limitation, those arising under the Applicable Contracts), other than the Retained Obligations (collectively, the “Assumed Obligations”). Provided that the Closing occurs, Buyer shall indemnify and hold the Seller Indemnified Parties (and its partners, members, and all their affiliates, and all their respective directors, officers, employees, attorneys, contractors and agents) harmless from and against any and all claims, actions, causes of action, liabilities, damages, costs or expenses (including, without limitation, court costs and consultants’ and attorneys’ fees) of any kind or character (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of: (a) any misrepresentation or breach of any warranty, covenant or agreement of Buyer contained in this Agreement;, (b) the Assumed Obligations, provided that, with respect to Seller’s Indemnified Claims that occurred ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the ClosingClosing (including, Buyer is not obligated to indemnify Seller without limitation, those arising under this subparagraph (bthe contracts and agreements described in Section 2.1(d) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement;above), (c) except for the Retained Obligations, the condition (“Condition of the Properties”) of the Properties on or after the date of Closing (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, xxxxxxxxxx located on the Properties, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Applicable Environmental Laws, rules, regulations and orders, including conducting any remediation remediation, investigation, removal or cleanup activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Closing; provided that, with respect to Seller’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (c) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; or (d) any Defect, except for any right disposal of Buyer under Article VII to an adjustment to the Base Purchase Price for such Defect hazardous substances or to exclude a Property for such Defect and to receive a reduction solid wastes (as defined in the Base Purchase Price Applicable Environmental Laws) that were generated on the Properties and disposed of offsite prior to account for or after the exclusion of such PropertyClosing. THE FOREGOING ASSUMPTIONS AND INDEMNIFICATIONS SHALL APPLY WHETHER OR NOT SUCH DUTIES, OBLIGATIONS OR LIABILITIES, OR SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF (i) NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY, OR (ii) THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON ANY INDEMNIFIED PARTY.

Assumption and Indemnification By Buyer. From and after the Closing, Buyer shall assume assume, timely pay and perform, all duties, obligations and liabilities (including with respect to Taxes as set forth in Article XII) relating to the ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before before, on or after the Closing Closing, other than the Excluded Properties, (including, without limitation, those arising under the Applicable ContractsContracts as described in Section 2.1), other than the Retained Obligations (collectively, the “Assumed Obligations”). Provided that the Closing occurs, Buyer shall and indemnify and hold the Seller, Seller Indemnified Parties Parent (and their respective partners, members, and all their affiliates, and all their respective members, directors, managers, officers, employees, attorneys, contractors and agents) harmless from and against any and all claims, actions, causes of action, liabilities, damages, costs or expenses (including, without limitation, court costs and consultants’ and attorneys’ fees) of any kind or character Losses (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of: (a) any misrepresentation breach or breach inaccuracy of any warrantywarranty or representation, or any breach or inaccuracy of any covenant or agreement of Buyer contained in this Agreement; (b) the Assumed Obligationsownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before, provided thaton or after the Closing (including, with respect to Seller’s Indemnified Claims that occurred or arose before without limitation, those arising under the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (b) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement;Contracts; or (c) except for the Retained Obligations, the condition of the Properties (“Condition of the Properties”) of the Properties on the date of Closing (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, xxxxxXxxxx, to remove platforms and pipelines, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Applicable Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Closing; provided thatClosing (collectively, with respect to Seller’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph items (b) and (c) of this Section 10.1 are referred to herein as the “Assumed Obligations”). For the avoidance of doubt, the Assumed Obligations shall not include any matter for any Buyer’s Indemnified Claim which the Buyer would be entitled to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; or (d) any Defect, except for any right of Buyer indemnification under Article VII to an adjustment to the Base Purchase Price for such Defect or to exclude a Property for such Defect and to receive a reduction in the Base Purchase Price to account for the exclusion of such PropertySection 10.2.

Assumption and Indemnification By Buyer. (a) From and after the Closing, Buyer shall assume timely and hereby agrees to fulfill, perform, pay and performdischarge (or cause to be fulfilled, performed, paid or discharged) all duties, obligations and liabilities (including with respect to Taxes as set forth in Article X) of the Company or arising under the Company’s limited liability company agreement or relating to the ownership and/or operation of the Properties regardless of whether the same accrued subject matter thereof, or otherwise arose before under any theory of law, whether arising before, on or after the Closing Date (including, without limitation, those arising under the Applicable Contracts), other than the Retained Obligations (collectively, the “Assumed Obligations”). Provided that For the Closing occursavoidance of doubt, the Assumed Obligations shall not include any matter for which the Buyer would be entitled to indemnification under Section 7.2. (b) From and after the Closing, Buyer shall indemnify indemnify, defend and hold the Seller (and its partners, members, and all their affiliates, including TETRA Parent, and all their respective directors, officers, employees, attorneys, contractors and agents) (collectively, “Seller Indemnified Parties Parties”) harmless from and against any and all claims, actions, causes of action, liabilities, damages, costs or expenses (including, without limitation, court costs and consultants’ and attorneys’ fees) of any kind or character Losses (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of: (ai) any misrepresentation or Buyer’s breach of any warranty, covenant of Buyer’s covenants or agreement of Buyer agreements contained in this Agreement; (bii) the Assumed Obligationsownership of the Properties regardless of whether the same accrued or otherwise arose before, provided that, with respect to Seller’s Indemnified Claims that occurred on or arose before after the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (b) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; (ciii) except for the Retained Obligations, the condition (“Condition of the Properties”) of the Properties on the date of Closing Date (including, without limitation, within such matters including all obligations to properly plug and abandon, or replug re-plug and re-abandon, xxxxx, to remove platforms and pipelines, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Applicable Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of whether such condition or the events giving rise to such condition arose or occurred before or after the Closing; provided that, with respect to Seller’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (c) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this AgreementClosing Date; or (div) any Defect, except for any right of Buyer under Article VII to an adjustment to the Base Purchase Price for such Defect or to exclude a Property for such Defect and to receive a reduction in the Base Purchase Price to account for the exclusion of such PropertyAssumed Obligations.

Assumption and Indemnification By Buyer. From and after the Closing, Buyer shall assume timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties regardless of whether the same accrued or otherwise arose before or after the Closing (including, without limitation, those arising under the Applicable Contracts), other than the Retained Obligations (collectively, the “Assumed Obligations”). Provided that the Closing occurs, Buyer shall indemnify and hold the Sellers and any Seller’s partners, members, and all their affiliates, and all their respective directors, officers, employees, attorneys, contractors, subcontractors, insurers, and agents (collectively “Seller Indemnified Parties Indemnitees”) harmless from and against any and all claims, actions, causes of action, liabilities, damages, costs or expenses (including, without limitation, court costs and consultants’ and reasonable attorneys’ fees) of any kind or character (individually a “Seller’s Indemnified Claim” and collectively “Seller’s Indemnified Claims”) arising out of: (a) any misrepresentation or breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement; (b) all environmental liabilities, losses, claims, or obligations (whether known or unknown or contingent or otherwise) that relate to or arise from the Assumed Obligationscondition, provided that, with respect to Seller’s Indemnified Claims that occurred ownership or arose before operation of the Closing, Buyer is not obligated to indemnify Properties (other than the Excluded Properties) from the date when each Seller under this subparagraph (b) for any Buyer’s Indemnified Claim to acquired ownership of the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this AgreementProperties and on and after the Effective Date; (c) except for any liability, loss, claim or obligation arising from or related to the Retained Obligations, the condition (“Condition of the Properties”) of the Properties on the date of Closing (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, xxxxx, to restore the surface of the Properties and to comply with, or to bring the Properties into compliance with, Applicable Environmental Laws, rules, regulations and orders, including conducting any remediation activities which may be required on or otherwise in connection with activities on the Properties), regardless of Minimum Royalty litigation whether such condition or the claims relate to events giving rise to such condition arose or occurred before occurring before, on or after the Closing; provided that, with respect to Seller’s Indemnified Claims that occurred or arose before the Closing, Buyer is not obligated to indemnify Seller under this subparagraph (c) for any Buyer’s Indemnified Claim to the extent that Seller is obligated to indemnify Buyer for such Buyer’s Indemnified Claim pursuant to this Agreement; orEffective Date; (d) any Defectall obligations with respect to gas production, except for any right sales or processing imbalances with third parties on and after the Effective Date; and (e) all liabilities, duties, and obligations that arise out of Buyer under Article VII to an adjustment the ownership, operation or use of the Properties (other than the Excluded Properties) on and after the Effective Date, including, but not limited to, the payment of all operating expenses and capital expenditures relating to the Base Purchase Price for such Defect Property, all liabilities, duties, and obligations under the provisions of the Leases, duties, claims, and the JEA, and all assignments, agreements, joint operating agreements, easements, rights-of-way, and all other contracts, agreements and instruments affecting the Leases, or to exclude a Property for such Defect the premises covered thereby and to receive a reduction in the Base Purchase Price to account for the exclusion of such Propertywhich are specifically identified on Exhibit 4.1(f).