Common use of Assumption by Buyer Clause in Contracts

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access 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 discharged) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, arising on or after the Effective Time, to the extent relating to the use, ownership or operation of the Assets, including but not limited to obligations 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 Assets, including those held in suspense, and (b) all obligations and Liabilities, known or unknown, with respect to the 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 Xxxxx, including inactive Xxxxx or temporarily abandoned Xxxxx, drilled on the Properties or otherwise pursuant to the Assets, (ii) replug any Well, wellbore, or previously plugged Well on the Properties to the extent required or necessary, (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, (iv) clean up, restore and/or Remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, and Environmental Laws, and (v) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by 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 Seller to the extent that they are (x) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access Agreementtitle 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 such matter attributable to the period prior to the Effective Time that does not individually exceed $75,000, 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 AssetsConveyed Interests, arising regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including but not limited to the extent obligations and Liabilities relating in any manner to the use, ownership or operation of the AssetsConveyed Interests, including but not limited to obligations to (ia) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (iib) pay working interests, royalties, overriding royalties and other interest owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating produced from the Conveyed Interests, (c) pay the proportionate share attributable to the Assets, including those held in suspense, and (b) all obligations and Liabilities, known or unknown, with respect Conveyed Interests to the 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 Xxxxx, including inactive Xxxxx or temporarily abandoned Xxxxx, drilled on (d) pay the Properties or otherwise pursuant proportionate share attributable to the Assets, (ii) replug any Well, wellbore, or previously plugged Well on the Properties Conveyed Interests to the extent required or necessary, (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 AssetsConveyed Interests, (ive) pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or Remediate remediate the premises covered by or related to the Assets (including any Environmental Conditions) Conveyed Interests in accordance with applicable agreements, agreements and Laws, and Environmental Laws, and (vf) pay the proportionate share attributable to the Conveyed Interests 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 Laws any Law including the payment of all 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 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 Seller attributable to the Conveyed Interests to the extent that they are (x) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the followingare:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access Title 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) the following: (a) all obligations and Liabilities, known or unknown, with respect to the AssetsAssets regardless of whether such obligations or Liabilities arose prior to, arising on or after the Effective Time, to the extent including obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to obligations to (ia) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (iib) pay working interestsWorking Interests, royalties, overriding royalties and other interest interests, owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating to the AssetsHydrocarbons, including those held in suspensesuspense (including those amounts for which the Purchase Price was adjusted pursuant to Section 3.3(b)(vii)), and (b) all obligations and Liabilities, known or unknown, with respect to the Assets, arising prior to, on, or after the Effective Time, to the extent relating in any manner to the obligation to (ic) properly plug and abandon any and all xxxxx and pipelines, including Future Xxxxx, including inactive Xxxxx xxxxx or temporarily abandoned Xxxxxxxxxx, drilled on the Properties or otherwise pursuant to the Assets, (iid) to replug any Wellwell, wellbore, wellbore or previously plugged Well on the Properties Assets to the extent required or necessary, (iiie) 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, (ivf) clean up, restore up and/or Remediate the premises covered by or related to remediate the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, Contracts and Environmental Laws, and (vg) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by 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 Seller to the extent that they are (x) related Seller Retained Obligations pursuant to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following:Section 13.2.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access Title Indemnity Agreement or Environmental Indemnity 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 and discharged) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assumed Xxxxxx (subject to Section 6.8) and the Assets, arising regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, to the extent including obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to obligations to (ia) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation ContractsApplicable Contracts included in the Assets, and (iib) pay working interestsWorking Interests, royalties, overriding royalties and other interest interests, owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating to the AssetsHydrocarbons, including those held in suspense, and suspense (bincluding those amounts for which the Purchase Price was adjusted pursuant to Section 3.3(b)(vi)) all obligations and Liabilities, known or unknown, with respect to the extent attributable to the Assets, arising prior to, on, or after the Effective Time, to the extent relating in any manner to the obligation to (ic) properly plug and abandon any and all xxxxx and pipelines, including Future Xxxxx, including inactive Xxxxx xxxxx or temporarily abandoned Xxxxxxxxxx, drilled on the Properties or otherwise pursuant to the Assets, (iid) to replug any Wellwell, wellbore, wellbore or previously plugged Well on the Properties Assets to the extent required or necessarynecessary under applicable Laws or under Applicable Contracts, (iiie) 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 Properties or otherwise pursuant to the Assets, (ivf) clean up, restore up and/or Remediate the premises covered by or related to remediate the Assets (including any Environmental Conditions) in accordance with any Applicable Contracts and applicable agreements, Laws, and Environmental Laws, and (vg) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by 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 Seller and Liabilities, to the extent that they are such obligations or Liabilities (xthe “Retained Obligations”) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the followingare:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under subject to any Access Agreementadjustments to the Purchase Price pursuant to Section 2.4, 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, arising regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, to the extent including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to such as obligations to (i) 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, and (ii) pay working interests, royalties, overriding royalties and other interest owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating to produced from the Assets, including those held in suspense, and (b) all obligations and Liabilities, known or unknown, with respect pay the proportionate share attributable to the Assets, arising prior to, on, or after the Effective Time, Assets 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, drilled located on the Properties or otherwise pursuant to the Assets, (ii) fulfill the Venting Obligations, pay the proportionate share attributable to the Assets to replug any Wellwell, wellbore, wellbore or previously plugged Well well on the Properties Assets to the extent required or necessary, (iii) 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 Properties or otherwise pursuant Assets, pay the proportionate share attributable to the Assets, (iv) Assets to clean up, restore and/or Remediate remediate the premises covered by or related Assets in accordance with Applicable Contracts and Laws, and pay the proportionate share attributable to the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, and Environmental Laws, and (v) 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 Laws 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 Seller SM Energy attributable to the Assets to the extent that they are (x) related to such obligations or arising out Liabilities consist of any of the ownership, use or operation of following (the Excluded Assets, or (y) related to or arising out of the following:“Retained Obligations”):

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 Buyer’s rights under any Access AgreementSection 12.2, 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) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, arising regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including obligations and Liabilities relating in any manner to the extent relating to the useownership, ownership operation or operation use of the Assets, including but not limited obligations (a) to obligations to (i) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, (b) to pay Working Interests, Royalties and (ii) pay working interests, royalties, overriding royalties and other interest owners, ’ revenues or proceeds attributable to sales the sale of Hydrocarbons relating produced from or attributable to the Assets, including those held in suspense, and (b) all obligations and Liabilities, known or unknown, with respect to the Assets, arising prior to, on, or Assets after the Effective TimeTime (including any such payments held in suspense that are transferred to Buyer pursuant to Section 2.1(o)), (c) to the extent relating in any manner to the obligation to (i) properly plug, re-plug and abandon any and all XxxxxWells, including inactive Xxxxx or temporarily abandoned Xxxxxwells, drilled on the Properties or otherwise pursuant to the Assets, (ii) replug any Well, wellborewellbores, or previously plugged Well Xxxxx on the Properties to the extent required or necessary, (iiid) 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 otherwise pursuant to the Assets, (ive) to clean up, restore and/or Remediate remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with applicable agreements, agreements and Laws, and including Environmental Laws, and (vf) to perform all obligations applicable to or imposed on the lessee, owner, owner or operator from and after the Effective Time under the Leases and the Applicable Contracts, Contracts or as required by Laws agreements and Laws, (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 for which Seller is required to the extent that they are (x) related indemnify Buyer pursuant to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following:this Article XII.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access AgreementXI, 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) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, arising on or after the Effective Time, to the extent relating to the use, ownership or operation of the Assets, including but not limited to obligations 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 Assets, including those held in suspense, and ; (b) all obligations and Liabilities, known or unknown, with respect to the 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 Xxxxx, including inactive Xxxxx or temporarily abandoned Xxxxx, drilled on the Properties or otherwise pursuant to the Assets, (ii) replug any Well, wellbore, or previously plugged Well listed on Exhibit B on the Properties to the extent required or necessary, (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, (iv) clean up, restore and/or Remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, and Environmental Laws, (v) the actions, suits or proceedings set forth on Schedule 4.7, Part II and (vvi) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by 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 Seller to the extent that they are (x) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under subject to any Access Agreementadjustments to the Purchase Price pursuant to Section 2.4, 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, arising regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, to the extent including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to such as obligations to to: (ia) 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 (iib) pay working interests, royalties, overriding royalties and other interest owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating to produced from the Assets, including those held in suspense, and (bc) all obligations and Liabilities, known or unknown, with respect pay the proportionate share attributable to the Assets, arising prior to, on, or after the Effective Time, Assets to the extent relating in any manner to the obligation to (i) properly plug and abandon any and all Xxxxxwxxxx, including inactive Xxxxx wxxxx or temporarily abandoned Xxxxxwxxxx, drilled located on the Properties or otherwise pursuant to the Assets, (iid) pay the proportionate share attributable to the Assets to replug any Wellwell, wellbore, wellbore or previously plugged Well well on the Properties Assets to the extent required or necessary, (iiie) 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 Properties or otherwise pursuant to the Assets, (ivf) pay the proportionate share attributable to the Assets to clean up, restore and/or Remediate the premises covered by or related to remediate the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, Applicable Contracts and Environmental Laws, and (vg) pay the proportionate share attributable to the Assets 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 Laws 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 Seller SM Energy attributable to the Assets to the extent that they are (x) related to such obligations or arising out Liabilities consist of any of the ownership, use or operation of following (the Excluded Assets, or (y) related to or arising out of the following:“Retained Obligations”):

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access AgreementSubject Special Warranty Claims and subject to any adjustments to the Purchase Price pursuant to Section 2.4, 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, arising regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, to the extent including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to such as obligations to to: (ia) 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 (iib) pay working interests, royalties, overriding royalties and other interest owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating to produced from the Assets, including those held in suspense, and (bc) all obligations and Liabilities, known or unknown, with respect pay the proportionate share attributable to the Assets, arising prior to, on, or after the Effective Time, Assets 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, drilled located on the Properties or otherwise pursuant to the Assets, (iid) pay the proportionate share attributable to the Assets to replug any Wellwell, wellbore, wellbore or previously plugged Well well on the Properties Assets to the extent required or necessary, (iiie) 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 Properties or otherwise pursuant to the Assets, (ivf) pay the proportionate share attributable to the Assets to clean up, restore and/or Remediate the premises covered by or related to remediate the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, Applicable Contracts and Environmental Laws, and (vg) pay the proportionate share attributable to the Assets 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 Laws 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 set forth in this Article XIII, the subject of SM Energy’s indemnification obligations under Section 13.2 or Liabilities the special warranty of Seller to title in the extent that they are (x) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following:Assignment.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under subject to any Access Agreementadjustments to the Purchase Price pursuant to Section 2.4, 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, arising regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, to the extent including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to such as obligations to to: (i%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, and (ii%3) pay working interests, royalties, overriding royalties and other interest owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating to produced from the Assets, including those held in suspense, and (b%3) all obligations and Liabilities, known or unknown, with respect pay the proportionate share attributable to the Assets, arising prior to, on, or after the Effective Time, Assets 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, drilled located on the Properties or otherwise pursuant to the Assets, (ii%3) pay the proportionate share attributable to the Assets to replug any Wellwell, wellbore, wellbore or previously plugged Well well on the Properties Assets to the extent required or necessary, (iii%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 Properties or otherwise pursuant to the Assets, (iv%3) pay the proportionate share attributable to the Assets to clean up, restore and/or Remediate the premises covered by or related to remediate the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, Applicable Contracts and Environmental Laws, and (v%3) pay the proportionate share attributable to the Assets 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 Laws 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 Seller SM Energy attributable to the Assets to the extent that they are (x) related to such obligations or arising out Liabilities consist of any of the ownership, use or operation of following (the Excluded Assets, or (y) related to or arising out of the following:“Retained Obligations”):

Assumption by Buyer. Without Subject to and without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under subject to any Access Agreementadjustments to the Purchase Price pursuant to Section 2.4, 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, arising regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, to the extent including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to such as obligations to to: (ia) 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 (iib) pay working interests, royalties, overriding royalties and other interest owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating to produced from the Assets, including those held in suspense, and (bc) all obligations and Liabilities, known or unknown, with respect pay the proportionate share attributable to the Assets, arising prior to, on, or after the Effective Time, Assets 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, drilled located on the Properties or otherwise pursuant to the Assets, (iid) pay the proportionate share attributable to the Assets to replug any Wellwell, wellbore, wellbore or previously plugged Well well on the Properties Assets to the extent required or necessary, (iiie) 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 Properties or otherwise pursuant to the Assets, (ivf) pay the proportionate share attributable to the Assets to clean up, restore and/or Remediate the premises covered by or related to remediate the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, Applicable Contracts and Environmental Laws, and (vg) pay the proportionate share attributable to the Assets 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 Laws 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 Seller Sellers attributable to the Assets to the extent that they are (x) related to such obligations or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the followingLiabilities are:

Assumption by Buyer. Without limiting Buyer’s 's rights to indemnity under this Article XIII and XIV, Buyer’s 's rights under any Title Indemnity Agreement and any Access 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 discharged) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, arising on regardless of whether such obligations or after Liabilities arose prior to, or after, the Effective Time, including but not limited to the extent obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to obligations to (ia) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and and, (iib) pay working interests, royalties, overriding royalties and other interest ownersinterests, owners revenues or proceeds attributable to sales of Hydrocarbons relating to the AssetsProperties, including those held in suspense, and (b) all obligations and Liabilities, known or unknown, with respect to the Assets, arising prior to, on, or after the Effective Time, to the extent relating in any manner to the obligation to (ic) properly plug and abandon any and all XxxxxWells, including inactive Xxxxx Wells or temporarily abandoned XxxxxWells, drilled on drillex xx the Properties or otherwise othxxxxxe pursuant to the Assets, (iix) replug xeplug any Well, wellbore, or previously 44 plugged Well on the Properties to the extent required or necessary, (iiie) 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, (ivf) clean up, restore and/or Remediate remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, agreements and Environmental Laws, and (vg) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by 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 Seller to the extent that they are (x) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the followingLiabilities:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under subject to any Access Agreementadjustments to the Purchase Price pursuant to Section 2.4, 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, arising regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, to the extent including, but not limited to, obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to such as obligations to to: (ia) 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 (iib) pay working interests, royalties, overriding royalties and other interest owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating to produced from the Assets, including those held in suspense, and (bc) all obligations and Liabilities, known or unknown, with respect pay the proportionate share attributable to the Assets, arising prior to, on, or after the Effective Time, Assets 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, drilled located on the Properties or otherwise pursuant to the Assets, (iid) pay the proportionate share attributable to the Assets to replug any Wellwell, wellbore, wellbore or previously plugged Well well on the Properties Assets to the extent required or necessary, (iiie) 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 Properties or otherwise pursuant to the Assets, (ivf) pay the proportionate share attributable to the Assets to clean up, restore and/or Remediate the premises covered by or related to remediate the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, Applicable Contracts and Environmental Laws, and (vg) pay the proportionate share attributable to the Assets 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 Laws 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 Seller SM Energy attributable to the Assets to the extent that they are (x) related to such obligations or arising out Liabilities consist of any of the ownership, use or operation of following (the Excluded Assets, or (y) related to or arising out of the following:“Retained Obligations”):

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access AgreementXIII, 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) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, arising on or after the Effective Time, to the extent relating to the use, ownership or operation of the Assets, including but not limited to obligations 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 Assets, including those held in suspense, and (b) all obligations and Liabilities, known or unknown, with respect to the 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 Xxxxx, including inactive Xxxxx or temporarily abandoned Xxxxx, drilled on the Properties or otherwise pursuant to the Assets, (ii) replug any Well, wellbore, or previously plugged Well on the Properties to the extent required or necessary, (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, (iv) clean up, restore and/or Remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, and Environmental Laws, and (v) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by 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 Seller to the extent that they are (x) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access Title Indemnity Agreement or Environmental Indemnity 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 and discharged) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, Assets arising on or after the Effective Time, to the extent 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, including but not limited (b) relating in any manner to obligations 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), (ic) to furnish makeup gas and/or settle any Imbalances according 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 Effective Time, in each case, pursuant to the terms of the applicable gas sales, processing, gathering or transportation ContractsContract, and (iid) 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 relating to the AssetsHydrocarbons, including those held in suspensesuspense or escrow, and (be) all obligations and Liabilities, known or unknown, with respect to the 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 Xxxxx, pipelines and Xxxxx (including inactive Xxxxx or temporarily abandoned Xxxxx) in each case, drilled regardless of whether such liability to properly plug and/or abandon any pipeline and/or Well arose prior to, on or after the Properties or otherwise pursuant to the AssetsEffective Time, (iif) to replug any Well, wellbore, wellbore or previously plugged Well, in each case, regardless of whether such liability to replug any such Well or wellbore arose prior to, on or after the Properties to the extent required or necessaryEffective Time, (iiig) 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 otherwise pursuant to the Assets, regardless of whether such liability to dismantle or decommission and remove any such Personal Property or property arose prior to, on or after the Effective Time, (ivh) to clean up, restore up and/or Remediate the premises covered by or related to remediate the Assets (including any Environmental Conditions) in accordance with Laws and applicable agreementsContacts, Lawsregardless of whether such liability to clean up and/or remediate arose prior to, and Environmental Laws, on or after the Effective Time 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 Laws Law, 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 responsibility for the Remediation of 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 Seller to the extent that they are (x) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the following:.

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access AgreementXIII, 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 of the following: following (abut solely to the extent attributable to the Conveyed Interests): (i) all obligations and Liabilities, known or unknown, arising from, based upon or associated with respect to the Assets, Conveyed Interests arising on or from and after the Effective Time, to the extent relating in any manner to the use, ownership or operation of the AssetsConveyed Interests; and (ii) obligations and liabilities, including but not limited 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, relating in any manner to obligations obligations: (a) to (i) furnish makeup gas and/or settle Imbalances attributable to the Conveyed Interests according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and ; (iib) to pay working interests, royalties, overriding royalties and other interest owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating to produced from the AssetsConveyed Interests, including those held in suspense, and ; (bc) all obligations and Liabilities, known or unknown, with respect to pay the proportionate share attributable to the Assets, arising prior to, on, or after the Effective Time, Conveyed Interests 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, drilled located on the Properties or otherwise pursuant Properties; (d) to pay the proportionate share attributable to the Assets, (ii) Conveyed Interests to replug any Wellwell, wellbore, or previously plugged Well well on the Properties to the extent required by Law or otherwise necessary, ; (iiie) to pay the proportionate share attributable to the 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 Properties or otherwise pursuant to the AssetsConveyed Interests; (f) except to the extent Seller is required to do so pursuant to Section 6.1(b), (iv) to pay the proportionate share attributable to the Conveyed Interests to clean up, restore and/or Remediate remediate the premises covered by or related to the Assets (including any Environmental Conditions) Conveyed Interests in accordance with applicable agreements, Contracts and Laws, and Environmental Laws, ; and (vg) to pay the proportionate share attributable to the Conveyed Interests 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 Laws any 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 Seller Liabilities, known or unknown, arising from, based upon or associated with the Conveyed Interests arising prior to the extent that they are (x) related Effective Time, relating in any manner to or arising out of the ownershipuse, use ownership or operation of the Excluded AssetsConveyed Interests, or other than those specifically addressed above (y) related collectively, the “Seller’s Retained Obligations”). Notwithstanding anything to or arising out of the followingcontrary herein, the Seller’s Retained Obligations shall include:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Access Title Indemnity Agreement or Environmental Indemnity 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 and discharged) the following: (a) 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 extent Effective Time) including obligations and Liabilities relating in any manner to the use, ownership or operation of the RTP Assets, including but not limited to obligations to (ia) furnish makeup gas and/or settle Imbalances (including Imbalances in which the Cash Amount was adjusted pursuant to Section 3.2(b)(vi)) according to the terms of applicable gas sales, processing, gathering or transportation the Midstream Contracts, and (iib) pay working interestsWorking Interests, royalties, overriding royalties and other interest interests, owners, ’ revenues or proceeds attributable to sales of Hydrocarbons relating to the AssetsHydrocarbons, including those held in suspensesuspense (including those amounts for which the Cash Amount was adjusted pursuant to Section 3.2(b)(v)), and (b) all obligations and Liabilities, known or unknown, with respect to the Assets, arising prior to, on, or after the Effective Time, to the extent relating in any manner to the obligation to (ic) properly plug and abandon any and all xxxxx and pipelines, including Future Xxxxx, including inactive Xxxxx xxxxx or temporarily abandoned Xxxxxxxxxx, drilled on the Properties or otherwise pursuant to the RTP Assets, (iid) to replug any Wellwell, wellbore, wellbore or previously plugged Well on the Properties RTP Assets to the extent required or necessary, (iiie) 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 RTP Assets, (ivf) clean up, restore up and/or Remediate remediate the premises covered by or related to the RTP Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, Contracts and Environmental Laws, and (vg) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by 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 Seller to the extent that they are (x) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the followingare:

Assumption by Buyer. Without limiting Buyer’s rights to indemnity under this Article XIII 14 and Buyer’s rights under any Title Indemnity Agreement and any Access 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 discharged) the following: (a) all obligations and Liabilities, known or unknown, with respect to the Assets, arising regardless of whether such obligations or Liabilities arose prior to, on or after the Effective Time, including but not limited to the extent obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to obligations to (ia) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (iib) pay working interests, royalties, overriding royalties and other interest ownersinterests, owners revenues or proceeds attributable to sales of Hydrocarbons relating to the AssetsProperties, including those held in suspense, (c) perform and (b) satisfy all obligations and Liabilities, known or unknown, with respect to the 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 Xxxxx, including inactive Xxxxx or temporarily abandoned Xxxxx, drilled on the Properties or otherwise pursuant to the AssetsP&A Obligations, (iid) replug any Wellwell, wellbore, or previously plugged Well on the Properties to the extent required or necessary, (iiie) 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, (ivf) clean up, restore and/or Remediate remediate the premises covered by or related to the Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, agreements and Environmental Laws, and (vg) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by 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 Seller to the extent that they are (x) related to or arising out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out of the followingare:

Assumption by Buyer. Without limiting Buyer’s 's rights to indemnity under this Article XIII and Agreement or Buyer’s 's rights under any Access Agreementagreement executed or delivered in connection herewith, 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, contingent or otherwise, with respect to the Assets, arising on or Oil and Gas Assets that relate to periods of time from and after the Effective TimeClosing Date, including but not limited to the extent obligations and Liabilities relating in any manner to the use, ownership or operation of the AssetsOil and Gas Assets from and after Closing, including but not limited to obligations to (ia) furnish makeup gas and/or settle Imbalances imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and and, (iib) pay working interests, royalties, overriding royalties and other interest ownersinterests, owners revenues or proceeds attributable to sales of Hydrocarbons relating to the Oil and Gas Assets, including those held in suspense, and (b) all obligations and Liabilities, known or unknown, with respect to the Assets, arising prior to, on, or after the Effective Time, to the extent relating in any manner to the obligation to (ic) properly plug and abandon any and all Xxxxx, including inactive Xxxxx or temporarily abandoned Xxxxx, drilled on the Properties or otherwise pursuant to the Oil and Gas Assets, (iid) replug any Wellwell, wellbore, or previously plugged Well on the Properties Oil and Gas Assets to the extent required or necessary, (iiie) 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 Properties or otherwise pursuant to the Oil and Gas Assets, (ivf) clean up, restore and/or Remediate remediate the premises covered by or related to the Oil and Gas Assets (including any Environmental Conditions) in accordance with applicable agreements, Laws, agreements and Environmental Laws, and (vg) perform all obligations applicable to or imposed on the lessee, owner, or operator under the Leases and the Applicable Contracts, or as required by 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 Seller to the extent that they are (x) related not attributable to or arising do not arise out of the ownership, use or operation of the Excluded Assets, or (y) related to or arising out Oil and Gas Assets and the periods of time from and after the following:Closing Date.