Common use of Assumption by Buyer Clause in Contracts

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to any adjustments to the Purchase Price pursuant to Section 2.4, from and after the Closing, Buyer assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as obligations to: furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Assets, including those held in suspense, pay the proportionate share attributable to the Assets to properly plug and abandon any and all xxxxx, including inactive xxxxx or temporarily abandoned xxxxx, located on the Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, pay the proportionate share attributable to the Assets to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Assets, pay the proportionate share attributable to the Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”): (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets; (ii) attributable to any Income Tax Liability or Franchise Tax Liability; (iii) any Taxes for which SM Energy is responsible pursuant to Article X; or (iv) any obligation or liability relating to any well control incident prior to the Effective Time at the Xxxxxx 16-12H Well.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to Buyer’s rights under any adjustments to the Purchase Price pursuant to Section 2.4Access Agreement, from and after the Closing, Closing Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, arising on or after the Effective Time, including, but not limited to, obligations and Liabilities to the extent relating in any manner to the use, ownership or operation of the Assets, such as including but not limited to obligations to: to (i) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (ii) pay working interests, royalties, overriding royalties and other interest owners’ , revenues or proceeds attributable to sales of Hydrocarbons produced from relating to the Assets, including those held in suspense, pay the proportionate share attributable and (b) all obligations and Liabilities, known or unknown, with respect to the Assets Assets, arising prior to, on, or after the Effective Time, to the extent relating in any manner to the obligation to (i) properly plug and abandon any and all xxxxxXxxxx, including inactive xxxxx Xxxxx or temporarily abandoned xxxxxXxxxx, located drilled on the Properties or otherwise pursuant to the Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets to (ii) replug any wellWell, wellbore wellbore, or previously plugged well Well on the Assets Properties to the extent required or necessary, pay the proportionate share attributable to the Assets to (iii) dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Properties or otherwise pursuant to the Assets, pay the proportionate share attributable to the Assets to (iv) clean up, restore and/or remediate Remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with Applicable Contracts and applicable agreements, Laws, and pay the proportionate share attributable to the Assets to Environmental Laws, and (v) perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets Seller to the extent that such obligations or Liabilities consist of any of the following they are (the “Retained Obligations”): (ix) attributable related to or arise arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following: (i) the payment, underpayment or non-payment of taxes relating to the Assets for periods prior to the Effective Time for which Seller is responsible pursuant to Section 15.2(b); (ii) attributable to any Income Tax Liability the actions, suits or Franchise Tax Liabilityproceedings, if any, set forth on Schedule 4.7 and Schedule 4.14; (iii) any Taxes for which SM Energy is responsible pursuant to Article X; orIndebtedness or security in respect thereof created by Seller; (iv) any obligation Hedge Contracts or liability security in respect thereof created by Seller; (v) personal injury, death or property damage relating to any well control incident the Assets, to the extent that such personal injury, death or property damage occurred prior to the Effective Time and during Seller’s ownership of the Assets; (vi) the gross negligence or willful misconduct of Seller in connection with its operation, prior to Closing, of any of the Assets in its capacity as operator thereof; (vii) any contamination or condition that is the result of any offsite disposal by Seller or its Affiliates or their respective employees, agents or contractors (including any contractors or subcontractors of any of the foregoing) of any waste, pollutants, contaminate, Hazardous Substances or other material or substance in, on or below any properties not included in the Assets, for which, and to the extent, that remediation of such contamination or condition is required by any Environmental Law; (viii) any government fines or penalties resulting from the violation of any Laws (including Environmental Laws) by Seller or its Affiliates or their respective employees, agents or contractors (including any contractor or subcontractor of any of the foregoing) at any time prior to the Xxxxxx 16-12H WellEffective Time; or (ix) the obligations and Liabilities, known or unknown, with respect to the Assets, arising prior to the Effective Time, expressly limited to the obligation to (i) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (ii) pay working interests, royalties, overriding royalties and other interest owners, revenues or proceeds attributable to sales of Hydrocarbons relating to the Properties, including those held in suspense (but only to the extent that such suspended funds are not transferred to Buyer, or under Buyer’s control at Closing). The items listed under Section 13.1(y)(i) through 13.1(y)(ix) are hereinafter collectively referred to as the “Retained Liabilities”.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject Buyer’s rights under any title or environmental indemnity agreement entered into by the Parties pursuant to this Agreement or the special warranty of title under the Assignment, and provided that Seller and the other Seller Indemnified Parties shall not be entitled to bring any claim with respect to any adjustments such matter attributable to the Purchase Price pursuant period prior to Section 2.4the Effective Time that does not individually exceed $75,000, from and after the Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, with respect to the AssetsConveyed Interests, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, including but not limited to, to obligations and Liabilities relating in any manner to the use, ownership or operation of the AssetsConveyed Interests, such as including obligations to: to (a) furnish makeup gas and/or settle Imbalances attributable to the Assets Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the AssetsConveyed Interests, including those held in suspense, (c) pay the proportionate share attributable to the Assets Conveyed Interests to properly plug and abandon any and all xxxxxXxxxx, including inactive xxxxx or temporarily abandoned xxxxxXxxxx, located on the Assets, fulfill the Venting Obligations, (d) pay the proportionate share attributable to the Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, pay the proportionate share attributable to the Assets Conveyed Interests to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the AssetsProperties or otherwise pursuant to the Conveyed Interests, (e) pay the proportionate share attributable to the Assets Conveyed Interests to clean up, restore and/or remediate the Assets premises covered by or related to the Conveyed Interests in accordance with Applicable Contracts applicable agreements and Laws, and (f) pay the proportionate share attributable to the Assets Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, Law including the payment of all Taxes related taxes for which Buyer is responsible pursuant to Section 15.2 but excluding other taxes, and (g) pay the proportionate share of the Liabilities attributable to the Assets action described under No. 2 in Schedule 4.7 with respect to the ownership or operation of the Conveyed Interests from and after the Effective Time (the “Coll Litigation Liabilities”) (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy Seller attributable to the Assets Conveyed Interests to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”):they are: (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets, or any assets excluded from the Conveyed Interests pursuant to the terms hereof; (ii) except with respect to the Coll Litigation Liabilities, attributable to or arise out of the actions, suits or proceedings, if any, set forth on Schedule 4.7; (iii) attributable to Seller’s disposal or transportation of any Hazardous Substances attributable to its ownership or operation of the Conveyed Interests to any location not on the Conveyed Interests, or lands pooled or unitized therewith; (iv) attributable to any amount that would be, pursuant to Section 3.3(a)(i)(z), excluded from the adjustment to the Closing Cash Consideration for Operating Expenses and other costs and expenses paid by Seller that are attributable to the Conveyed Interests during the Interim Period; (v) attributable to any Hedge Contract; (vi) attributable to any ERISA Liability, Income Tax Liability or Franchise Tax Liability; (iiivii) attributable to royalty, overriding royalty and other burdens on production of Hydrocarbons from the Properties held in suspense by Seller as of Closing, or any Taxes interest accrued in escrow accounts for such suspended funds; (viii) attributable to xxxxx on the Properties that were permanently abandoned prior the Effective Time; (ix) attributable to obligations with respect to the period prior to Closing and payable to any Affiliate of Seller, other than for goods or services furnished in the ordinary course of business, or Overhead Costs; (x) Operating Expenses for which SM Energy Seller is responsible pursuant to Article Xunder Section 2.3; or (ivxi) any obligation or liability relating to any well control incident prior attributable to the Effective Time at duties of Seller as operator of the Xxxxxx 16-12H WellConveyed Interests (as distinguished from the duties of Seller as a joint tenant in the Properties comprising the Conveyed Interests).

Assumption by Buyer. Without limiting Except as otherwise provided herein (including in Section 14.1(b)) and subject to Buyer’s rights to indemnity under this Article XIII and subject to any adjustments to the Purchase Price pursuant to Section 2.412.2, from and after the Closing, Closing Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, but not limited to, including obligations and Liabilities relating in any manner to the useownership, ownership operation or operation use of the Assets, such as including obligations to: (a) to furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) to pay working interestsWorking Interests, royalties, overriding royalties Royalties and other interest owners’ revenues or proceeds attributable to sales the sale of Hydrocarbons produced from the Assets, including those held in suspense, pay the proportionate share or attributable to the Assets after the Effective Time (including any such payments held in suspense that are transferred to Buyer pursuant to Section 2.1(o)), (c) to properly plug, re-plug and abandon any and all xxxxxWells, including inactive xxxxx or temporarily abandoned xxxxxwells, located on the Assetswellbores, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets to replug any well, wellbore or previously plugged well Xxxxx on the Assets Properties to the extent required or necessary, pay the proportionate share attributable to the Assets (d) to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Properties or Assets, pay the proportionate share attributable to the Assets (e) to clean up, restore and/or remediate the premises covered by or related to the Assets in accordance with Applicable Contracts applicable agreements and Laws, and pay the proportionate share attributable to the Assets including Environmental Laws, (f) to perform all obligations applicable to or imposed on the lessee, owner or operator from and after the Effective Time under the Leases and the Applicable Contracts, Contracts or as required by any Lawagreements and Laws, including the payment of all Taxes related (g) to pay for actual or claimed property damage, personal injury or death relating to the Assets and (h) to dispose of or transport of any Hazardous Substances (all of said obligations and Liabilities, subject to the exclusions below, Liabilities herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”): (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets; (ii) attributable to any Income Tax Liability or Franchise Tax Liability; (iii) any Taxes for which SM Energy Seller is responsible required to indemnify Buyer pursuant to this Article X; or (iv) any obligation or liability relating to any well control incident prior to the Effective Time at the Xxxxxx 16-12H WellXII.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to Buyer’s rights under any adjustments to the Purchase Price pursuant to Section 2.4Title Indemnity Agreement or Environmental Indemnity Agreement, from and after the Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or and discharged) all obligations and Liabilities, known or unknown, with respect to the Assumed Xxxxxx (subject to Section 6.8) and the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, but not limited to, including obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as including obligations to: to (a) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation ContractsApplicable Contracts included in the Assets, (b) pay working interestsWorking Interests, royalties, overriding royalties and other interest interests, owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the AssetsHydrocarbons, including those held in suspense, pay suspense (including those amounts for which the proportionate share Purchase Price was adjusted pursuant to Section 3.3(b)(vi)) to the extent attributable to the Assets to Assets, (c) properly plug and abandon any and all xxxxxxxxxx and pipelines, including Future Xxxxx, inactive xxxxx or temporarily abandoned xxxxx, located drilled on the Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets (d) to replug any well, wellbore or previously plugged well Well on the Assets to the extent required or necessarynecessary under applicable Laws or under Applicable Contracts, pay the proportionate share attributable to the Assets to (e) dismantle or decommission and remove any Personal Property and other property of whatever kind located on the Assets related to or associated with operations and activities conducted by whomever on the Assets, pay the proportionate share attributable to the Assets to (f) clean up, restore up and/or remediate the Assets in accordance with any Applicable Contracts and applicable Laws, and pay the proportionate share attributable to the Assets to (g) perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume assume, and the Assumed Obligations do not include, any of the Retained Obligations. Seller retains any and all obligations or Liabilities of SM Energy attributable to the Assets and Liabilities, to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”):) are: (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets; (ii) attributable to or arise out of the actions, suits, proceedings or other matters set forth in Schedule 13.1; (iii) attributable to or arise out of any Income Tax Liability or Franchise Tax Liability; (iiiiv) attributable to or arise out of death or personal injury to Third Party individuals related to or arising out of the Seller’s ownership or operation of the Assets occurring prior to the Effective Time; (v) Environmental Liabilities associated with the disposal or transportation of any Taxes for which SM Energy is responsible pursuant Hazardous Substances from the Assets to Article Xany location not on the Assets or lands pooled or unitized therewith and attributable to the period of Seller’s ownership of the Assets and prior to Closing; or (ivvi) any obligation or liability relating attributable to any well control incident prior to the Effective Time at the Xxxxxx 16-12H WellGap Period Property Losses.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity by Sellers under this Article XIII and subject Section 12.1, or to any adjustments to the Purchase Price pursuant to Section 2.4Article III, from and after the Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or and discharged) all obligations and Liabilities, known or unknown, arising from, based upon, related to or associated with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on Assets at or after the Effective Time, including, but not limited to, including obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as obligations to: furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Assets, including those held in suspense, pay the proportionate share attributable to the Assets to properly plug and abandon any and all xxxxx, including inactive xxxxx or temporarily abandoned xxxxx, located on the Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, pay the proportionate share attributable to the Assets to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Assets, pay the proportionate share attributable to the Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, however, that Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets to the extent that such obligations or Liabilities consist of any of they are (the following (the being “Retained Obligations”): (ia) arising from, based upon, related to or associated with the Assets prior to the Effective Time; (b) arising from, based upon, related to or associated with Sellers’ operations of the Assets prior to the Closing; (c) the accounting for, failure to pay or the incorrect payment of any lease bonus amount for the Leases; (d) the accounting for, failure to pay or the incorrect payment to any royalty owner, overriding royalty owner, working interest owner or other interest holder under the Leases and Lands and escheat obligations insofar as the same are attributable to periods and Hydrocarbons produced and marketed with respect to the Oil and Gas Properties prior to the Closing Date; (e) arising from, based upon, related to or arise out of associated with the ownership, use or operation of the Excluded Assets; (iif) any and all Seller Taxes; (g) Retained Employment-Related Liabilities; (h) in respect of claims for bodily injury or death arising out of any incident(s) or occurrence(s) prior to Closing in respect of the Assets; (i) for corrective actions, fines, penalties or other sanctions arising from violations of Environmental Law(s) by Sellers or any other Third Party or otherwise related to the environmental condition of the Assets that occurred or are attributable to events that occurred prior to Closing in respect of the Assets; (j) for Liabilities attributable to any Income Tax Liability contamination or Franchise Tax Liabilitycondition that is the result of any off-site transport or disposal, or arrangement for transport or disposal, of any Hazardous Substances from the Assets prior to Closing; (iiik) xxxxx on the Leases and Units that were permanently abandoned by Sellers or their respective Affiliates prior to the Closing Date, save and except all xxxxx plugged & abandoned in accordance with the Leases and applicable Laws; (l) arising from (i) any Taxes for which SM Energy is responsible pursuant matters listed on Schedule 4.7 and any matters that should have been listed on Schedule 4.7, and (ii) any other actions, suits or proceedings relating to Article Xthe Assets existing prior to the Closing (including without limitation any claims of improper calculation or payment of any Burden); (m) arising out of or resulting from any Hedge Contracts or any Debt Contracts of Sellers or any Affiliate relating to the Assets; or (ivn) any obligation or liability relating to any well control incident prior to the Effective Time at the Xxxxxx 16-12H Wellwellbores retained by Sellers from Assets designated under Section 10.3(b)(ii) and related Environmental Defect.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and any Subject Special Warranty Claims and subject to any adjustments to the Purchase Price pursuant to Section 2.4, from and after the Closing, Buyer assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as obligations to: (a) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Assets, including those held in suspense, (c) pay the proportionate share attributable to the Assets to properly plug and abandon any and all xxxxx, including inactive xxxxx or temporarily abandoned xxxxx, located on the Assets, fulfill the Venting Obligations, (d) pay the proportionate share attributable to the Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, (e) pay the proportionate share attributable to the Assets to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Assets, (f) pay the proportionate share attributable to the Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and (g) pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets (all of said obligations and Liabilities, subject to the exclusions below, Liabilities herein being referred to as the “Assumed Obligations”); provided, Buyer does however, and notwithstanding the foregoing provisions of this Section 13.1, the Assumed Obligations do not assume include any matter that is, after taking into account the limitations on SM Energy’s indemnification obligations or Liabilities set forth in this Article XIII, the subject of SM Energy attributable to Energy’s indemnification obligations under Section 13.2 or the Assets to special warranty of title in the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”): (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets; (ii) attributable to any Income Tax Liability or Franchise Tax Liability; (iii) any Taxes for which SM Energy is responsible pursuant to Article X; or (iv) any obligation or liability relating to any well control incident prior to the Effective Time at the Xxxxxx 16-12H WellAssignment.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to any adjustments to the Purchase Price pursuant to Section 2.4, from and after the Closing, Buyer assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as obligations to: (%3) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (%3) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Assets, including those held in suspense, (%3) pay the proportionate share attributable to the Assets to properly plug and abandon any and all xxxxx, including inactive xxxxx or temporarily abandoned xxxxx, located on the Assets, fulfill the Venting Obligations, (%3) pay the proportionate share attributable to the Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, (%3) pay the proportionate share attributable to the Assets to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Assets, (%3) pay the proportionate share attributable to the Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and (%3) pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”): (i) attributable to or arise arising out of the ownership, use or operation of the Excluded Assets; (ii) attributable to any Income Tax Liability or Franchise Tax Liability;; or (iii) any Taxes for [***] all of which Retained Obligations SM Energy is responsible pursuant retains and SM Energy agrees to Article X; or fulfill, perform, pay and discharge (ivor cause to be fulfilled, performed, paid or discharged) any obligation all obligations and liabilities, known or liability relating to any well control incident prior unknown, with respect to the Effective Time at the Xxxxxx 16-12H WellRetained Obligations.

Assumption by Buyer. Without Subject to and without limiting Buyer’s rights to indemnity under this Article XIII and subject to any adjustments to the Purchase Price pursuant to Section 2.4, from and after the Closing, Buyer assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as obligations to: (a) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Assets, including those held in suspense, (c) pay the proportionate share attributable to the Assets to properly plug and abandon any and all xxxxx, including inactive xxxxx or temporarily abandoned xxxxx, located on the Assets, fulfill the Venting Obligations, (d) pay the proportionate share attributable to the Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, (e) pay the proportionate share attributable to the Assets to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Assets, (f) pay the proportionate share attributable to the Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and (g) pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy Sellers attributable to the Assets to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”):are: (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets;; or (ii) attributable to any Income Tax Liability or Franchise Tax Liability; (iii) any Taxes for which SM Energy is responsible pursuant to Article X; or (iv) any obligation or liability relating to any well control incident prior to the Effective Time at the Xxxxxx 16-12H Well.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to Buyer’s rights under any adjustments to the Purchase Price pursuant to Section 2.4Title Indemnity Agreement or Environmental Indemnity Agreement, from and after the Closing, if Closing occurs, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or and discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, Assets regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, but not limited to, including obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as including obligations to: to (a) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interestsWorking Interests, royalties, overriding royalties and other interest interests, owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the AssetsHydrocarbons, including those held in suspensesuspense (including those amounts for which the Purchase Price was adjusted pursuant to Section 3.3(b)(vii)), pay the proportionate share attributable to the Assets to (c) properly plug and abandon any and all xxxxxxxxxx and pipelines, including Future Xxxxx, inactive xxxxx or temporarily abandoned xxxxx, located drilled on the Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets (d) to replug any well, wellbore or previously plugged well Well on the Assets to the extent required or necessary, pay the proportionate share attributable to the Assets to (e) dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Assets, pay the proportionate share attributable to the Assets to (f) clean up, restore up and/or remediate the Assets in accordance with Applicable applicable Contracts and Laws, and pay the proportionate share attributable to the Assets to (g) perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets Seller to the extent that such obligations or Liabilities consist of any of the following (the “they are Seller Retained Obligations”): (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets; (ii) attributable to any Income Tax Liability or Franchise Tax Liability; (iii) any Taxes for which SM Energy is responsible Obligations pursuant to Article X; or (iv) any obligation or liability relating to any well control incident prior to the Effective Time at the Xxxxxx 16-12H WellSection 13.2.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to any adjustments to the Purchase Price pursuant to Section 2.4, from and after the Closing, Buyer assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as obligations to: (a) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Assets, including those held in suspense, (c) pay the proportionate share attributable to the Assets to properly plug and abandon any and all xxxxx, including inactive xxxxx or temporarily abandoned xxxxx, located on the Assets, fulfill the Venting Obligations, (d) pay the proportionate share attributable to the Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, (e) pay the proportionate share attributable to the Assets to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Assets, (f) pay the proportionate share attributable to the Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and (g) pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”): (i) attributable to or arise arising out of the ownership, use or operation of the Excluded Assets; (ii) attributable to any Income Tax Liability or Franchise Tax Liability;; or (iii) any Taxes for the Chieftain Covered Legal Expenses and the Reimbursement Obligation, all of which Retained Obligations SM Energy is responsible pursuant retains and SM Energy agrees to Article X; or fulfill, perform, pay and discharge (ivor cause to be fulfilled, performed, paid or discharged) any obligation all obligations and liabilities, known or liability relating to any well control incident prior unknown, with respect to the Effective Time at the Xxxxxx 16-12H WellRetained Obligations.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to any adjustments to the Purchase Price pursuant to Section 2.4XIII, from and after the Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all of the following (but solely to the extent attributable to the Conveyed Interests): (i) obligations and Liabilities, known or unknown, arising from, based upon or associated with respect the Conveyed Interests arising from and after the Effective Time, relating in any manner to the Assetsuse, ownership or operation of the Conveyed Interests; and (ii) obligations and liabilities, known or unknown, arising from, based upon or associated with the Conveyed Interests, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as obligations toobligations: (a) to furnish makeup gas and/or settle Imbalances attributable to the Assets Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, ; (b) to pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the AssetsConveyed Interests, including those held in suspense, ; (c) to pay the proportionate share attributable to the Assets Conveyed Interests to properly plug and abandon any and all xxxxx, including inactive xxxxx or temporarily abandoned xxxxx, located on the Assets, fulfill the Venting Obligations, Properties; (d) to pay the proportionate share attributable to the Assets Conveyed Interests to replug any well, wellbore wellbore, or previously plugged well on the Assets Properties to the extent required by Law or otherwise necessary, ; (e) to pay the proportionate share attributable to the Assets Conveyed Interests to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the AssetsProperties or otherwise pursuant to the Conveyed Interests; (f) except to the extent Seller is required to do so pursuant to Section 6.1(b), to pay the proportionate share attributable to the Assets Conveyed Interests to clean up, restore and/or remediate the Assets premises covered by or related to the Conveyed Interests in accordance with Applicable applicable Contracts and Laws, ; and (g) to pay the proportionate share attributable to the Assets Conveyed Interests to perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Law (all of said obligations and Liabilities, subject to the exclusions exclusion below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable Liabilities, known or unknown, arising from, based upon or associated with the Conveyed Interests arising prior to the Assets Effective Time, relating in any manner to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”): (i) attributable to or arise out of the ownershipuse, use ownership or operation of the Excluded AssetsConveyed Interests, other than those specifically addressed above (collectively, the “Seller’s Retained Obligations”). Notwithstanding anything to the contrary herein, the Seller’s Retained Obligations shall include: (a) all Liabilities attributable to the interests that are retained by Seller in the properties and assets described in Section 2.1 from which the Conveyed Interests are created; (iib) all Liabilities attributable to, resulting from or arising out of the Excluded Assets or any asset excluded from the Conveyed Interests pursuant to any Income Tax Liability the terms of this Agreement or Franchise Tax Liabilitythe Development Agreement; (iiic) any Taxes Operating Expenses and other costs and expenses in connection with the Conveyed Interests for which SM Energy Seller is responsible pursuant to Article X; orSection 2.3; (ivd) any obligation all Liabilities attributable to or liability relating arising out of the payment of royalties, overriding royalties and other Burdens attributable to any well control incident the period of time prior to the Effective Time at or measured by production occurring prior to the Xxxxxx 16-12H WellEffective Time; (e) all Liabilities attributable to or arising out of any breach or default in performance under any Applicable Contract prior to the Effective Time; (f) all Liabilities attributable to or arising out of any personal injury or death prior to the Effective Time; and (g) Asset Taxes and other Taxes for which Seller is responsible pursuant to Section 15.2.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to any adjustments to the Purchase Price pursuant to Section 2.4, from and after the Closing, Buyer assumes and agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as obligations to: (a) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the Assets, including those held in suspense, (c) pay the proportionate share attributable to the Assets to properly plug and abandon any and all xxxxxwxxxx, including inactive xxxxx wxxxx or temporarily abandoned xxxxxwxxxx, located on the Assets, fulfill the Venting Obligations, (d) pay the proportionate share attributable to the Assets to replug any well, wellbore or previously plugged well on the Assets to the extent required or necessary, (e) pay the proportionate share attributable to the Assets to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Assets, (f) pay the proportionate share attributable to the Assets to clean up, restore and/or remediate the Assets in accordance with Applicable Contracts and Laws, and (g) pay the proportionate share attributable to the Assets to perform all obligations applicable to or imposed on the lessee, owner or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”): (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets;; or (ii) attributable to any Income Tax Liability or Franchise Tax Liability; (iii) any Taxes for which SM Energy is responsible pursuant to Article X; or (iv) any obligation or liability relating to any well control incident prior to the Effective Time at the Xxxxxx 16-12H Well.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to Buyer’s rights under any adjustments to the Purchase Price pursuant to Section 2.4Title Indemnity Agreement or Environmental Indemnity Agreement, from and after the Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or and discharged) all obligations and Liabilities, known or unknown, with respect to the AssetsRTP Assets (including the actions, suits, proceedings or other circumstances or conditions, if any, set forth in Seller’s Disclosure Schedules) to the extent arising on or after the Effective Time, (or, with respect to Title Defects or Environmental Defects, regardless of whether such obligations or Liabilities with respect to such Title Defects or Environmental Defects arose prior to, on or after the Effective Time, including, but not limited to, ) including obligations and Liabilities relating in any manner to the use, ownership or operation of the RTP Assets, such as including obligations to: to (a) furnish makeup gas and/or settle Imbalances attributable (including Imbalances in which the Cash Amount was adjusted pursuant to the Assets Section 3.2(b)(vi)) according to the terms of applicable gas sales, processing, gathering or transportation the Midstream Contracts, (b) pay working interestsWorking Interests, royalties, overriding royalties and other interest interests, owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the AssetsHydrocarbons, including those held in suspensesuspense (including those amounts for which the Cash Amount was adjusted pursuant to Section 3.2(b)(v)), pay the proportionate share attributable to the Assets to (c) properly plug and abandon any and all xxxxxxxxxx and pipelines, including Future Xxxxx, inactive xxxxx or temporarily abandoned xxxxx, located drilled on the RTP Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets (d) to replug any well, wellbore or previously plugged well Well on the RTP Assets to the extent required or necessary, pay the proportionate share attributable to the Assets to (e) dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the RTP Assets, pay the proportionate share attributable to the Assets to (f) clean up, restore up and/or remediate the RTP Assets in accordance with Applicable applicable Contracts and Laws, and pay the proportionate share attributable to the Assets to (g) perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets Seller to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”):they are: (ia) attributable to or arise out of the ownership, use or operation of the Excluded AssetsAssets or any assets excluded from the RTP Assets pursuant to the terms of this Agreement; (iib) to the extent, attributable to or arise out of Seller’s ownership, use or operation of the RTP Assets (including the actions, suits, proceedings, or other circumstances or conditions, if any, set forth in Seller’s Disclosure Schedules) for periods before the Effective Time; (c) attributable to the disposal or transportation of any Hazardous Substances from any RTP Assets operated by Seller attributable to the period of Seller’s ownership of the RTP Assets to any location not on the RTP Assets or lands pooled or unitized therewith in violation of any Environmental Law; or (d) any Income Tax Liability or Franchise Tax Liability; (iii) Liability of Seller, or any Taxes Tax for which SM Energy RTP is responsible pursuant to Article X; or Section 15.2 (ivtogether with (a) any obligation or liability relating to any well control incident prior to through (c), the Effective Time at the Xxxxxx 16-12H Well“Retained Obligations”).

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to any adjustments to the Purchase Price pursuant to Section 2.4XIII, from and after the Closing, Closing Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, arising on or after the Effective Time, including, but not limited to, obligations and Liabilities to the extent relating in any manner to the use, ownership or operation of the Assets, such as including but not limited to obligations to: to (i) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (ii) pay working interests, royalties, overriding royalties and other interest owners’ , revenues or proceeds attributable to sales of Hydrocarbons produced from relating to the Assets, including those held in suspense, pay the proportionate share attributable and (b) all obligations and Liabilities, known or unknown, with respect to the Assets Assets, arising prior to, on, or after the Effective Time, to the extent relating in any manner to the obligation to (i) properly plug and abandon any and all xxxxxXxxxx, including inactive xxxxx Xxxxx or temporarily abandoned xxxxxXxxxx, located drilled on the Properties or otherwise pursuant to the Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets to (ii) replug any wellWell, wellbore wellbore, or previously plugged well Well on the Assets Properties to the extent required or necessary, pay the proportionate share attributable to the Assets to (iii) dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Properties or otherwise pursuant to the Assets, pay the proportionate share attributable to the Assets to (iv) clean up, restore and/or remediate Remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with Applicable Contracts and applicable agreements, Laws, and pay the proportionate share attributable to the Assets to Environmental Laws, and (v) perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets Seller to the extent that such obligations or Liabilities consist of any of the following they are (the “Retained Obligations”): (ix) attributable related to or arise arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following: (i) the payment, underpayment or non-payment of taxes relating to the Assets for periods prior to the Effective Time for which Seller is responsible pursuant to Section 15.2(b); (ii) attributable to any Income Tax Liability the actions, suits or Franchise Tax Liabilityproceedings, if any, set forth on Schedule 4.7 and Schedule 4.14; (iii) any Taxes for which SM Energy is responsible pursuant to Article X; orIndebtedness or security in respect thereof created by Seller; (iv) any obligation Hedge Contracts or liability security in respect thereof created by Seller; (v) personal injury, death or property damage relating to any well control incident the Assets, to the extent that such personal injury, death or property damage occurred prior to the Effective Time and during Seller’s ownership of the Assets; (vi) [intentionally omitted] (vii) any contamination or condition that is the result of any offsite disposal by Seller or its Affiliates or their respective employees, agents or contractors (including any contractors or subcontractors of any of the foregoing) of any waste, pollutants, contaminate, Hazardous Substances or other material or substance in, on or below any properties not included in the Assets, for which, and to the extent, that remediation of such contamination or condition is required by any Environmental Law; (viii) any government fines or penalties resulting from the violation of any Laws (including Environmental Laws) by Seller or its Affiliates or their respective employees, agents or contractors (including any contractor or subcontractor of any of the foregoing) at any time prior to the Xxxxxx 16-12H WellEffective Time; or (ix) the obligations and Liabilities, known or unknown, with respect to the Assets, arising prior to the Effective Time, expressly limited to the obligation to (i) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (ii) pay working interests, royalties, overriding royalties and other interest owners, revenues or proceeds attributable to sales of Hydrocarbons relating to the Properties, including those held in suspense (but only to the extent that such suspended funds are not transferred to Buyer, or under Buyer’s control at Closing). The items listed under Section 13.1(y)(i) through 13.1(y)(ix) are hereinafter collectively referred to as the “Retained Liabilities”.

Assumption by Buyer. Without limiting Buyer’s 's rights to indemnity under this Article XIII and subject to Agreement or Buyer's rights under any adjustments to the Purchase Price pursuant to Section 2.4agreement executed or delivered in connection herewith, from and after the Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, contingent or otherwise, with respect to the Assets, regardless Oil and Gas Assets that relate to periods of whether such obligations or Liabilities arose prior to, on or time from and after the Effective TimeClosing Date, including, including but not limited to, to obligations and Liabilities relating in any manner to the use, ownership or operation of the AssetsOil and Gas Assets from and after Closing, such as including but not limited to obligations to: to (a) furnish makeup gas and/or settle Imbalances attributable to the Assets imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and, (b) pay working interests, royalties, overriding royalties and other interest owners’ interests, owners revenues or proceeds attributable to sales of Hydrocarbons produced from relating to the Oil and Gas Assets, including those held in suspense, pay the proportionate share attributable to the Assets to (c) properly plug and abandon any and all xxxxxXxxxx, including inactive xxxxx Xxxxx or temporarily abandoned xxxxxXxxxx, located drilled on the Oil and Gas Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets to (d) replug any well, wellbore wellbore, or previously plugged well Well on the Oil and Gas Assets to the extent required or necessary, pay the proportionate share attributable to the Assets to (e) dismantle or decommission and remove any Personal Property personal property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Oil and Gas Assets, pay the proportionate share attributable to the Assets to (f) clean up, restore and/or remediate the premises covered by or related to the Oil and Gas Assets in accordance with Applicable Contracts applicable agreements and Laws, and pay the proportionate share attributable to the Assets to (g) perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “"Assumed Obligations”"); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets Seller to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”): (i) they are not attributable to or do not arise out of the ownership, use or operation of the Excluded Assets; (ii) attributable to any Income Tax Liability or Franchise Tax Liability; (iii) any Taxes for which SM Energy is responsible pursuant to Article X; or (iv) any obligation or liability relating to any well control incident prior to Oil and Gas Assets and the Effective Time at periods of time from and after the Xxxxxx 16-12H WellClosing Date.

Assumption by Buyer. Without limiting Buyer’s 's rights to indemnity under this Article XIII XIV, Buyer's rights under any Title Indemnity Agreement and subject to any adjustments to the Purchase Price pursuant to Section 2.4Access Agreement, from and after the Closing, Closing Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after after, the Effective Time, including, including but not limited to, to obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as including but not limited to obligations to: to (a) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and, (b) pay working interests, royalties, overriding royalties and other interest owners’ interests, owners revenues or proceeds attributable to sales of Hydrocarbons produced from relating to the AssetsProperties, including those held in suspense, pay the proportionate share attributable to the Assets to (c) properly plug and abandon any and all xxxxxWells, including inactive xxxxx Wells or temporarily abandoned xxxxxWells, located on drillex xx the Properties or othxxxxxe pursuant to the Assets, fulfill the Venting Obligations(x) xeplug any Well, pay the proportionate share attributable to the Assets to replug any wellwellbore, wellbore or previously 44 plugged well Well on the Assets Properties to the extent required or necessary, pay the proportionate share attributable to the Assets to (e) dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Properties or otherwise pursuant to the Assets, pay the proportionate share attributable to the Assets to (f) clean up, restore and/or remediate the premises covered by or related to the Assets in accordance with Applicable Contracts applicable agreements and Laws, and pay the proportionate share attributable to the Assets to (g) perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “"Assumed Obligations”"); provided, however, Buyer does not assume assume, and Seller shall retain responsibility for, any obligations or Liabilities of SM Energy attributable to the Assets to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”):Liabilities: (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets; (ii) attributable to any Income Tax Liability or Franchise Tax Liabilityarise out of the actions, suits or proceedings, if any, set forth on Schedule 14.1, except insofar and only insofar as they arise after the Effective Time or are attributable or relate to the ownership or operation of the Assets, or production therefrom, for periods after the Effective Time; (iii) any Taxes A claim for which SM Energy personal injury or death occurring prior to the Closing Date to the extent Seller has liability for such claim and such claim arises out of or is responsible pursuant attributable to Article XSeller's ownership or operation of the Assets prior to the Closing Date ; or (iv) Seller's disposal or transportation of any obligation or liability relating Hazardous Substances to any well control incident prior to location not on the Effective Time at the Xxxxxx 16-12H WellAssets or lands pooled or unitized therewith in violation of any Environmental Law.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to Buyer’s rights under any adjustments to the Purchase Price pursuant to Section 2.4Access Agreement, from and after the Closing, Closing Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, arising on or after the Effective Time, including, but not limited to, obligations and Liabilities to the extent relating in any manner to the use, ownership or operation of the Assets, such as including but not limited to obligations to: to (i) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (ii) pay working interests, royalties, overriding royalties and other interest owners’ , revenues or proceeds attributable to sales of Hydrocarbons produced from relating to the Assets, including those held in suspense, pay the proportionate share attributable and (b) all obligations and Liabilities, known or unknown, with respect to the Assets Assets, arising prior to, on, or after the Effective Time, to the extent relating in any manner to the obligation to (i) properly plug and abandon any and all xxxxxXxxxx, including inactive xxxxx Xxxxx or temporarily abandoned xxxxxXxxxx, located drilled on the Properties or otherwise pursuant to the Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets to (ii) replug any wellWell, wellbore wellbore, or previously plugged well Well on the Assets Properties to the extent required or necessary, pay the proportionate share attributable to the Assets to (iii) dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Properties or otherwise pursuant to the Assets, pay the proportionate share attributable to the Assets to (iv) clean up, restore and/or remediate Remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with Applicable Contracts and applicable agreements, Laws, and pay the proportionate share attributable to the Assets to Environmental Laws, and (v) perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets Seller to the extent that such obligations or Liabilities consist of any of the following they are (the “Retained Obligations”): (ix) attributable related to or arise arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following: (i) the payment, underpayment or non-payment of taxes relating to the Assets for periods prior to the Effective Time for which Seller is responsible pursuant to Section 15.2(b); (ii) attributable to any Income Tax Liability the actions, suits or Franchise Tax Liabilityproceedings, if any, set forth on Schedule 4.7 and Schedule 4.14; (iii) any Taxes for which SM Energy is responsible pursuant to Article X; orIndebtedness or security in respect thereof created by Seller; (iv) any obligation Hedge Contracts or liability security in respect thereof created by Seller; (v) personal injury, death or property damage relating to any well control incident the Assets, to the extent that such personal injury, death or property damage occurred prior to the Effective Time and during Seller’s ownership of the Assets; (vi) the gross negligence or willful misconduct of Seller in connection with its operation, prior to Closing, of any of the Assets in its capacity as operator thereof; (vii) any contamination or condition that is the result of any offsite disposal by Seller or its Affiliates or their respective employees, agents or contractors (including any contractors or subcontractors of any of the foregoing) of any waste, pollutants, contaminate, Hazardous Substances or other material or substance in, on or below any properties not included in the Assets, for which, and to the extent, that remediation of such contamination or condition is required by any Environmental Law; (viii) any government fines or penalties resulting from the violation of any Laws (including Environmental Laws) by Seller or its Affiliates or their respective employees, agents or contractors (including any contractor or subcontractor of any of the foregoing) at any time prior to the Xxxxxx 16-12H WellEffective Time; or (ix) the obligations and Liabilities, known or unknown, with respect to the Assets, arising prior to the Effective Time, expressly limited to the obligation to (i) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (ii) pay working interests, royalties, overriding royalties and other interest owners, revenues or proceeds attributable to sales of Hydrocarbons relating to the Properties, including those held in suspense (but only to the extent that such suspended funds are not transferred to Buyer, or under Buyer’s control at Closing). (i) through 13.1(y)(ix) are hereinafter collectively referred to as the “Retained Liabilities”.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to any adjustments to the Purchase Price pursuant to Section 2.4XI, from and after the Closing, Closing Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, arising on or after the Effective Time, including, but not limited to, obligations and Liabilities to the extent relating in any manner to the use, ownership or operation of the Assets, such as including but not limited to obligations to: to (i) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (ii) pay working interests, royalties, overriding royalties and other interest owners’ , revenues or proceeds attributable to sales of Hydrocarbons produced from relating to the Assets, including those held in suspense; (b) all obligations and Liabilities, pay the proportionate share attributable known or unknown, with respect to the Assets Assets, arising prior to, on, or after the Effective Time, to the extent relating in any manner to the obligation to (i) properly plug and abandon any and all xxxxxXxxxx, including inactive xxxxx Xxxxx or temporarily abandoned xxxxxXxxxx, located drilled on the Properties or otherwise pursuant to the Assets, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets to (ii) replug any wellWell, wellbore wellbore, or previously plugged well Well listed on Exhibit B on the Assets Properties to the extent required or necessary, pay the proportionate share attributable to the Assets to (iii) dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Properties or otherwise pursuant to the Assets, pay the proportionate share attributable to the Assets to (iv) clean up, restore and/or remediate Remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with Applicable Contracts and applicable agreements, Laws, and pay Environmental Laws, (v) the proportionate share attributable to the Assets to actions, suits or proceedings set forth on Schedule 4.7, Part II and (vi) perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, . Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets Seller to the extent that such obligations or Liabilities consist of any of the following they are (the “Retained Obligations”): (ix) attributable related to or arise arising out of the ownership, use or operation of the Excluded Assets;, or (y) related to or arising out of the following: (iia) attributable to any Income Tax Liability the payment, underpayment or Franchise Tax Liability; (iii) any Taxes for which SM Energy is responsible pursuant to Article X; or (iv) any obligation or liability non-payment of taxes relating to any well control incident the Assets for periods prior to the Effective Time for which Seller is responsible pursuant to Section 12.2(b); (b) the actions, suits or proceedings, if any, set forth on Schedule 4.7, Part I and Schedule 4.14; (c) any Indebtedness or security in respect thereof created by Seller; (d) any Hedge Contracts or security in respect thereof created by Seller; (e) personal injury or death relating to the Assets, to the extent that such personal injury or death occurred prior to the Effective Time and during Seller’s ownership of the Assets; (f) any government fines or penalties resulting from the violation of any Laws (including Environmental Laws) by Seller or its Affiliates or their respective employees, agents or contractors (including any contractor or subcontractor of any of the foregoing) at any time prior to the Xxxxxx 16-12H WellEffective Time; (g) the obligations and Liabilities, known or unknown, with respect to the Assets, arising prior to the Effective Time, expressly limited to the obligation to pay working interests, royalties, overriding royalties and other interest owners, revenues or proceeds attributable to sales of Hydrocarbons relating to the Properties, including those held in suspense (but only to the extent that such suspended funds are not transferred to Buyer, or under Buyer’s control at Closing); or (h) any employment agreement relating to Seller’s personnel. The items listed under Section 11.1(y)(i) through 11.1(y)(vii) are hereinafter collectively referred to as the “Retained Liabilities”.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and subject to Buyer’s rights under any adjustments to the Purchase Price pursuant to Section 2.4Title Indemnity Agreement or Environmental Indemnity Agreement, from and after the Closing, Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or and discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or Assets arising after the Effective Time, including, but not limited to, Time and all obligations and Liabilities (a) relating in any manner to the use, ownership or operation of the AssetsAssets from and after the Effective Time, such as obligations to: (b) relating in any manner to the Remediation of any Environmental Condition attributable to an Environmental Defect with respect to which Seller has elected the option set forth in Section 6.1(b)(i), (c) to furnish makeup gas and/or settle any Imbalances for which an adjustment to the Purchase Price is made pursuant to Section 3.3 and any other Imbalances attributable to any period of time after the Assets according Effective Time, in each case, pursuant to the terms of the applicable gas sales, processing, gathering or transportation ContractsContract, (d) except to the extent described in Section 13.1(iv), to pay working interestsWorking Interests, royalties, overriding royalties royalties, and other interest owners’ revenues or proceeds attributable to sales of Hydrocarbons produced from the AssetsHydrocarbons, including those held in suspensesuspense or escrow, pay the proportionate share attributable to the Assets (e) to properly plug and abandon any and all xxxxx, pipelines and Xxxxx (including inactive xxxxx Xxxxx or temporarily abandoned xxxxxXxxxx) in each case, located regardless of whether such liability to properly plug and/or abandon any pipeline and/or Well arose prior to, on or after the AssetsEffective Time, fulfill the Venting Obligations, pay the proportionate share attributable to the Assets (f) to replug any wellWell, wellbore or previously plugged well Well, in each case, regardless of whether such liability to replug any such Well or wellbore arose prior to, on or after the Assets to the extent required or necessaryEffective Time, pay the proportionate share attributable to the Assets (g) to dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Assets, pay regardless of whether such liability to dismantle or decommission and remove any such Personal Property or property arose prior to, on or after the proportionate share attributable to the Assets Effective Time, (h) to clean up, restore up and/or remediate the Assets in accordance with Applicable Contracts Laws and Lawsapplicable Contacts, regardless of whether such liability to clean up and/or remediate arose prior to, on or after the Effective Time and pay the proportionate share attributable to the Assets to (i) perform all obligations applicable to or imposed on the lessee, owner or operator under the Leases and the Applicable Contracts, or as required by any Law, including but excluding any obligations or Liabilities (i) for which Seller is required to indemnify Buyer pursuant to this Article XIII or pay pursuant to Section 15.2, (ii) arising under or with respect to any of Seller’s employee benefit plans and programs, Seller’s retention bonus program and/or Seller’s incentive bonus program, (iii) relating to any Environmental Condition for which Seller has assumed the payment responsibility for the Remediation of all pursuant to Section 6.1(b)(ii), (iv) to pay royalties, Certain Direct Asset Taxes and other revenues and proceeds attributable to sales of Hydrocarbons arising prior to the Effective Time, except for which an adjustment to the Purchase Price was made pursuant to Section 3.3(b) and (v) related to (or arising out of) any audit (pursuant to any joint operating agreement included in the Applicable Contracts) of operating expenses incurred with respect to the Assets prior to the Effective Time (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as Liabilities the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”): (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets; (ii) attributable to any Income Tax Liability or Franchise Tax Liability; (iii) any Taxes for which SM Energy is responsible pursuant to Article X; or (iv) any obligation or liability relating to any well control incident prior to the Effective Time at the Xxxxxx 16-12H Well.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII 14 and subject to Buyer’s rights under any adjustments to the Purchase Price pursuant to Section 2.4Title Indemnity Agreement and any Access Agreement, from and after the Closing, Closing Buyer assumes and hereby agrees to fulfill, perform, pay and discharge (or cause to be fulfilled, performed, paid or discharged) all obligations and Liabilities, known or unknown, with respect to the Assets, regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including, including but not limited to, to obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, such as including but not limited to obligations to: to (a) furnish makeup gas and/or settle Imbalances attributable to the Assets according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) pay working interests, royalties, overriding royalties and other interest owners’ interests, owners revenues or proceeds attributable to sales of Hydrocarbons produced from relating to the AssetsProperties, including those held in suspense, pay the proportionate share attributable to the Assets to properly plug (c) perform and abandon any and satisfy all xxxxx, including inactive xxxxx or temporarily abandoned xxxxx, located on the Assets, fulfill the Venting P&A Obligations, pay the proportionate share attributable to the Assets to (d) replug any well, wellbore wellbore, or previously plugged well Well on the Assets Properties to the extent required or necessary, pay the proportionate share attributable to the Assets to (e) dismantle or decommission and remove any Personal Property and other property of whatever kind related to or associated with operations and activities conducted by whomever on the Properties or otherwise pursuant to the Assets, pay the proportionate share attributable to the Assets to (f) clean up, restore and/or remediate the premises covered by or related to the Assets in accordance with Applicable Contracts applicable agreements and Laws, and pay the proportionate share attributable to the Assets to (g) perform all obligations applicable to or imposed on the lessee, owner owner, or operator under the Leases and the Applicable Contracts, or as required by any Law, including the payment of all Taxes related to the Assets Laws (all of said obligations and Liabilities, subject to the exclusions below, herein being referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of SM Energy attributable to the Assets Seller to the extent that such obligations or Liabilities consist of any of the following (the “Retained Obligations”):they are: (i) attributable to or arise out of the ownership, use or operation of the Excluded Assets;; or (ii) attributable to any Income Tax Liability or Franchise Tax Liability;arise out of the actions, suits or proceedings, if any, set forth in Schedule 14.1, except insofar and only insofar as they arise after the Effective Time or are attributable or relate to the ownership or operation of the Assets, or production therefrom, for periods after the Effective Time; or (iii) any Taxes claims for which SM Energy is responsible pursuant injury or death to Article Xperson(s) occurring prior to the Closing Date; or (iv) any obligation claims for Operating Expenses or liability relating other costs attributable to any well control incident the Assets received by Seller and attributable to the period prior to the Effective Time at and any Third Party claims for royalties attributable to the Xxxxxx 16-12H WellAssets that are made or could be made for any period prior to the Effective Time, provided that any such claim for costs and/or royalties are provided to the Seller within one (1) year of the Effective Time.