Assumption and Retention of Obligations and Indemnification Sample Clauses

Assumption and Retention of Obligations and Indemnification. 14.1 Buyer's Assumption of Liabilities and Obligations. Upon Closing, and except for Retained Liabilities and subject to Section 14.5, Buyer shall assume and pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and obligations accruing or relating to (i) the owning, developing, exploring, operating or maintaining of the Assets or the producing, transporting and marketing of Hydrocarbons from the Assets for the period from and after the Effective Time unless specifically stated otherwise below, including, without limitation, the Material Agreements; (ii) the Assumed Environmental Liabilities whether arising before or after the Effective Time; (iii) the obligation to plug and abandon all Xxxxx and reclaim all well sites located on the Lands regardless of when the obligations arose, except for those xxxxx listed in Exhibit E for which Seller shall retain liability as set forth in Section 14.2 below; (iv) the make-up and balancing obligations for gas from the Xxxxx regardless of when the imbalance occurred, and (v) any breach of any representation, warranty, covenant or agreement of Buyer contained in this Agreement (collectively, the "Assumed Liabilities").
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Assumption and Retention of Obligations and Indemnification. 38 14.1 Seller’s Retention of Liabilities and Obligations. 38 14.2 Environmental Indemnification. 38 14.3 Indemnification. 39 14.4 Survival. 40 14.5 Procedure 40 14.6 No Insurance; Subrogation. 41 14.7 Reservation as to Non-Parties. 41 14.8 Consequential Damages. 41 14.9 No Derivative Liability. 42 14.10 Attorneys’ Fees. 42 Article XV MISCELLANEOUS 43 15.1 Expenses. 43 15.2 Notices. 44
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Assumption and Retention of Obligations and Indemnification. 43 15.1. Buyer’s Assumption of Liabilities and Obligations 43 15.2. Seller’s Retention of Liabilities and Obligations 44 15.3. Invoices For Property Expenses and Proceeds Received After the Settlement Date 44 (a) Proceeds 44 (b) Property Expenses 44 15.4. Indemnification 44 (a) Seller’s Indemnification of Buyer 44 (b) Buyer’s Indemnification of Seller 45 (c) Limitation on Indemnity Obligations 45 (a) Coverage 46 (b) Claim Notice 46 (c) Information 46 15.6. Dispute Resolution 47 15.7. No Insurance; Subrogation 47 15.8. Reservation as to Non-Parties 47 ARTICLE 16 MISCELLANEOUS 48 16.1. Expenses 48 16.2. Notices 48 16.3. Amendments/Waiver 49 16.4. Assignment 49 16.5. Announcements 49 16.6. Counterparts/Fax Signatures 49 16.7. Governing Law 49 16.8. Entire Agreement 50 16.9. Knowledge 50 16.10. Binding Effect 50 16.11. Limitation on Damages 50 16.12. No Third-Party Beneficiaries 50 16.13. Form of Execution 50 16.14. Williston Hunter 50 EXHIBIT LIST EXHIBIT A Leases EXHIBIT B Xxxxx/WI/NRI/Allocated Values for Xxxxx and Leases EXHIBIT C Material Agreements EXHIBIT D Farmout Agreements EXHIBIT E Samson Operating Area EXHIBIT F Capital Projects EXHIBIT G Insurance Coverage EXHIBIT H Hydrocarbon Sales Contracts/Calls on Production EXHIBIT I Assignment, Xxxx of Sale and Conveyance EXHIBIT J Buyer’s Officer Certificate EXHIBIT K Seller’s Officer Certificate EXHIBIT L FIRPTA Certificate EXHIBIT M Imbalance Volumes EXHIBIT N New Well Proposals EXHIBIT O Post-Effective Date AMI Elections EXHIBIT P Pending AMI Assignments EXHIBIT Q Escrow Agreement PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”), dated as of April 17, 2012, is by and between Baytex Energy USA Ltd., a Colorado corporation, 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000X, Xxxxxx, Xxxxxxxx 00000 (“Seller”), and Xxxxxx Xxxxxx, LLC, a Delaware limited liability company, 000 Xxxxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (“Buyer”), an affiliate of Williston Hunter, Inc. (“Williston Hunter”) and Magnum Hunter Resources Corporation. Seller and Buyer may be referred to individually as a “Party” or collectively as the “Parties.”
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Assumption and Retention of Obligations and Indemnification. 22 14.1 Buyer’s Assumption of Liabilities and Obligations 22 14.2 Seller’s Retention of Liabilities and Obligations 22 14.3 Indemnification 22 14.4 Procedure 23 14.5 No Insurance; Subrogation 24 14.6 Reservation as to Non-Parties 24 ARTICLE 15 MISCELLANEOUS 25 15.1 Schedules 25 15.2 Expenses 25 15.3 Notices 25 15.4 Amendments 25 -iii- TABLE OF CONTENTS (continued) Page 15.5 Assignment 26 15.6 Headings 26 15.7 Counterparts/Fax Signatures 26 15.8 References 26 15.9 Governing Law 26 15.10 Entire Agreement 26 15.11 Knowledge 26 15.12 Binding Effect 26 15.13 Survival of Warranties, Representations and Covenants 26 15.14 No Third-Party Beneficiaries 26 15.15 Arbitration 26 15.16 Press Releases 27 Defined Terms AAA 14.4(c) Adverse Consequences 9.1(a) Agreement Opening paragraph Allocated Value 2.2 Assets 1.2 Assumed Environmental Liabilities 5.3(b) Assumed Liabilities 14.1 Background Materials 7.7 Buyer Opening paragraph Casualty Loss 8.2(e) Claim 14.4(b) Claim Notice 14.4(a) Closing 12.1 Closing Date 12.1 Code 9.1(b) Condition 5.1 Contracts 1.2(d) Data 1.2(e) Effective Time 1.4 Environmental Assessment Report 5.3 Environmental Law 5.1 Excluded Asset 1.3; 4.2(b)(2) Excluded Wxxxx 1.3(b); 5.3 Existing Title Defects 4.1 Final Purchase Price 13.1(a) Final Settlement Date 13.1(a) Final Settlement Statement 13.1(a) Hydrocarbons 1.2(a) Indemnified Party 14.4(a) Indemnifying Party 14.4(a) Information 8.2(a) Knowledge 15.11 Lands 1.2(a) Leases 1.2(a) Losses 14.3 Net Casualty Loss 8.2(e) NRI 4.2(a) Obligations 14.1 Permitted Encumbrances 4.2 Pollutants 5.1 Preliminary Purchase Price 2.3 Preliminary Settlement Statement 2.3 Production Taxes 9.1(c) Property Expenses 2.3 Purchase Price 2.1 Defined Terms (continued)
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Assumption and Retention of Obligations and Indemnification. 13.1 Treaty’s Assumption of Liabilities and Obligations. Upon Closing and subject to the provisions of Section 12.2, and except for Retained Liabilities, Treaty shall assume and pay, perform, fulfill and discharge of all claims, costs, expenses, liabilities and obligations attributable to the (i) the Assumed Environmental Liabilities and (ii) the Assets and the period of time after the Effective Time, including, without limitation the following as they relate to the period of time after the Effective Date: (a) the Agreements, (b) all liability for royalty and overriding royalty payments and Taxes made with respect to the Assets, (c) the payment of Property Expenses, and (d) the obligation to plug and abandon all xxxxx located on the Lands and reclaim all Well sites located on the Lands (collectively, the “Assumed Liabilities”).
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Assumption and Retention of Obligations and Indemnification. 31 14.1 Seller’s Retention of Liabilities and Obligations 31 14.2 Environmental Indemnification 31 14.3 Indemnification 31 14.4 Survival 32 14.5 Procedure 33 14.6 No Insurance; Subrogation 34 14.7 Reservation as to Non-Parties 34 14.8 Consequential Damages 34 14.9 No Derivative Liability 34 14.10 Attorneys’ Fees 34 ARTICLE XV MISCELLANEOUS 35 15.1 Expenses 35 15.2 Notices 35 15.3 Amendments 36 15.4 Assignment 36 15.5 Counterparts/PDF and Fax Signatures 36 15.6 GOVERNING LAW; JURISDICTION, VENUE; JURY WAIVER 36 15.7 Entire Agreement 37 15.8 Binding Effect 37 15.9 No Third-Party Beneficiaries 37 15.10 Time of the Essence 37 15.11 Business Day 37 15.12 No Recordation of Agreement 37 15.13 No Waiver 37 15.14 Waiver of Trial by Jury 37 15.15 Further Assurances 38
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Assumption and Retention of Obligations and Indemnification. 28 14.1 SCE’s Assumption of Liabilities and Obligations. 28 14.2 BBC’s Retention of Liabilities and Obligations. 28 14.3 Proceeds and Invoices for Property Expenses Received After the Settlement Date. 28 A. Proceeds. 29 B. Property Expenses. 29 C. Limitation as to Time. 29 14.4 Indemnification. 29 A. BBC’s Indemnification of SCE. 29 B. SCE’s Indemnification of BBC. 29 C. Release. 29 14.5 Procedure. 30 A. Coverage. 30 B. Claim Notice. 30 C. Information. 30 14.6 Dispute Resolution. 30 14.7 No Insurance; Subrogation. 32 14.8 Reservation as to Non-Parties. 32 ARTICLE 15 MISCELLANEOUS 32 15.1 Expenses. 32 15.2 Notices. 32 15.3 Amendments/Waiver. 33 15.4 Assignment. 33 15.5 Announcements. 33 15.6 Counterparts/Fax Signatures. 33 15.7 Governing Law. 33 15.8 Entire Agreement. 33 15.9 Knowledge. 33 15.10 Binding Effect. 33 15.11 Survival. 33 15.12 Limitation on Damages. 34 15.13 No Third-Party Beneficiaries. 34 15.14 Condition Precedent. 34 15.15 References, Titles and Construction. 34 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”), dated July 17, 2006, is by and between Xxxx Xxxxxxx CBM, L.L.C., 0000 00xx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (“BBC” or “Seller”) and Storm Cat Energy (USA) Corporation, 0000 00xx, Xxxxxx, Xxxxx 0000 Xxxxxx, Xxxxxxxx, 00000 (“SCE” or “Buyer”). The transaction contemplated by this Agreement may be referred to as the “Transaction.” BBC and SCE may be referred to individually as a “Party” or collectively as the “Parties.”
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Assumption and Retention of Obligations and Indemnification 
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Related to Assumption and Retention of Obligations and Indemnification

  • Assumption and Indemnification The General Partner agrees, as of the date of Closing (and, upon the execution and delivery of the Assignments by the Partnership, the General Partner shall be deemed to have agreed), (a) to assume, and to timely pay and perform, all duties, obligations and liabilities relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date (including, without limitation, those arising under the contracts and agreements described in Article II(c), and (b) to indemnify and hold the Partnership, its partners and its and such partners' parent and subsidiary companies and other affiliates, and its and their respective shareholders, members, owners, directors, officers, managers, employees and agents harmless from and against any and all claims, actions, liabilities, losses, damages, costs or expenses (including court costs and attorneys' fees) of any kind or character arising out of or otherwise relating to the ownership and/or operation of the Properties, whether arising before, on or after the Effective Date. In connection with (but not in limitation of) the foregoing, it is specifically understood and agreed that matters arising out of or otherwise relating to the ownership and/or operation of the Properties shall include all matters arising out of the condition of the Properties (including, without limitation, within such matters all obligations to properly plug and abandon, or replug and re-abandon, wellx xxxated on the Properties, to restore the surface, and to comply with, or to bring the Properties into compliance with, applicable environmental laws including conducting any remediation activities which may be required on, or otherwise in connection with activities on, the Properties), regardless of when the events occurred which give rise to such condition (AND REGARDLESS OF WHETHER THE PARTNERSHIP, ITS PARTNERS AND ITS AND SUCH PARTNERS' PARENT AND SUBSIDIARY COMPANIES AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, OWNERS, DIRECTORS, OFFICERS, MANAGERS, EMPLOYEES AND AGENTS, WERE WHOLLY OR PARTIALLY NEGLIGENT OR OTHERWISE AT FAULT), and the above provided for assumptions and indemnifications by the General Partner shall expressly cover and include such matters so arising out of such condition.

  • Survival of Agreements, Representations and Indemnities The respective indemnities of the Company, the Bank and the Agent and the representations and warranties and other statements of the Company, the Bank and the Agent set forth in or made pursuant to this Agreement shall remain in full force and effect, regardless of any termination or cancellation of this Agreement or any investigation made by or on behalf of the Agent, the Company, the Bank or any controlling person referred to in Section 8 hereof, and shall survive the issuance of the Shares, and any successor or assign of the Agent, the Company, the Bank, and any such controlling person shall be entitled to the benefit of the respective agreements, indemnities, warranties and representations.

  • REPRESENTATION AND INDEMNIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services.

  • Survival of Indemnification and Representations and Warranties All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Loans, and the repayment of the Loans and other obligations and the termination of the Commitments hereunder.

  • Indemnification and Insurance (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director and officer of the (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.8.

  • Indemnification and Related Matters Section 8.01

  • INDEMNIFICATION OF ULTIMUS The Trust, on behalf of each Fund, agrees to indemnify and hold harmless Ultimus from and against any and all Losses arising directly or indirectly out of any action or omission to act which Ultimus takes (i) at any request or on the direction of or in reliance on the reasonable advice of the Trust or any Fund, (ii) upon any instruction, notice or other instrument that Ultimus reasonably believes to be genuine and to have been signed or presented by a duly authorized representative of the Trust or any Fund (other than an employee or other affiliated person of Ultimus who may otherwise be named as an authorized representative of the Trust for certain purposes) or (iii) on its own initiative, in good faith and in accordance with the standard of care set forth herein, in connection with the performance of its duties or obligations hereunder; provided, however that the Trust shall have no obligation to indemnify or reimburse Ultimus under this Section 9 to the extent that Ultimus is entitled to reimbursement or indemnification for such Losses under any liability insurance policy described in this Agreement or otherwise. Ultimus shall not be indemnified against or held harmless from any Losses arising directly or indirectly out of Ultimus’ own willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties hereunder. (As used in this Section 9, the term “Ultimus” shall include directors, officers, employees and other agents of Ultimus as well as Ultimus itself.) The provisions of this paragraph 9 shall survive termination of this Agreement.

  • Compensation and Indemnification The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable counsel fees) incurred without negligence, bad faith or willful misconduct by the Warrant Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred without negligence, bad faith or willful misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, including the reasonable costs and expenses of defending against any claim of such liability.

  • Indemnification and Waiver Except as provided in Section 10.5 or to the extent due to the negligence, willful misconduct or violation of this Lease by Landlord or the Landlord Parties, Tenant hereby assumes all risk of damage to property in, upon or about the Premises from any cause whatsoever (including, but not limited to, any personal injuries resulting from a slip and fall in, upon or about the Premises) and agrees that Landlord, its partners, subpartners and their respective officers, agents, servants, employees, and independent contractors (collectively, “Landlord Parties”) shall not be liable for, and are hereby released from any responsibility for, any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant. Tenant shall indemnify, defend, protect, and hold harmless the Landlord Parties from any and all loss, cost, damage, expense and liability (including without limitation court costs and reasonable attorneys’ fees) incurred in connection with or arising from any cause in, on or about the Premises (including, but not limited to, a slip and fall), any acts, omissions or negligence of Tenant or of any person claiming by, through or under Tenant, or of the contractors, agents, servants, employees, invitees, guests or licensees of Tenant or any such person, in, on or about the Project or any breach of the terms of this Lease, either prior to, during, or after the expiration of the Lease Term, provided that the terms of the foregoing indemnity and release shall not apply to the negligence or willful misconduct of Landlord or its agents, employees, contractors, licensees or invitees, or Landlord’s violation of this Lease. Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant’s occupancy of the Premises, Tenant shall pay to Landlord its costs and expenses incurred in such suit, including without limitation, its actual professional fees such as reasonable appraisers’, accountants’ and attorneys’ fees. Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, claims, attorneys’ fees, costs and expenses arising from the gross negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, or a violation of Landlord’s obligations or representations under this Lease. The provisions of this Section 10.1 shall survive the expiration or sooner termination of this Lease with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination.

  • Exculpation and Indemnification (a) No Protected Person shall be liable to the Company or any Manager or any other Member for any action taken or omitted to be taken by it or by other Person with respect to the Company, including any negligent act or failure to act, except in the case of a liability resulting from such Protected Person’s own actual fraud, gross negligence, willful misconduct, bad faith, breach of fiduciary duty, reckless disregard of duty or any intentional and material breach of this Agreement or conduct that is subject of a criminal proceeding (where such Protected Person has reasonable cause to believe that such conduct was unlawful). With the prior consent of the Board, any Protected Person may consult with legal counsel and accountants with respect to Company affairs (including interpretations of this Agreement) and shall be fully protected and justified in any action or inaction which is taken or omitted in good faith, in reliance upon and in accordance with the opinion or advice of such counsel or accountants. In determining whether a Protected Person acted with the requisite degree of care, such Protected Person shall be entitled to rely on written or oral reports, opinions, certificates and other statements of the directors, officers, employees, consultants, attorneys, accountants and professional advisors of the Company selected with reasonable care; provided that no such Protected Person may rely upon such statements if it believed that such statements were materially false.

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