Assumption of Certain Liabilities and Obligations by Purchaser. (a) If the Closing occurs and subject to Section 6.1(b) and Section 6.3, Purchaser shall assume and pay, perform, fulfill and discharge all Liabilities relating to (i) the ownership and operation of the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable Product Sales and Transportation Agreements and Operating Agreements; all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases and to restore the surface of the Leases and the Lands, excluding Conditions for which Seller has indemnified Purchaser hereunder, in accordance with applicable lease or other agreements and Laws, (ii) the obligation to plug and abandon all Xxxxx located on the Lands and reclaim all well sites located on the Lands, regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time, (iii) the matters set forth on Exhibit C-1, and (iv) after the expiration of the Survival Period, Liabilities related to or arising under Environmental Law with respect to the ownership or operation of the Assets before the Effective Time, but only to the extent not asserted pursuant to Section 6.3 before the expiration of the Survival Period (collectively, the “Assumed Liabilities”), provided however, that the Assumed Liabilities shall not include any Retained Liabilities. Purchaser agrees to execute and deliver any specific assumption agreements, bonds, applications, or financial assurances, if any, required to effectuate the assumption of the Assumed Liabilities.
Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable gas contracts, and all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time) and restore the surface of the Leases and perform any other surface or subsurface remedial requirements in accordance with applicable lease or other agreements and governmental (including environmental) laws, orders and regulations, and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, or other financial assurances, if any, required by governmental authorities or otherwise identified on Schedule J to effectuate the assumption of such obligations. If the Closing occurs, Seller shall retain all obligations that are attributable to the Assets prior to the Effective Time, other than those obligations attributable to periods prior to the Effective Time specifically assumed by Purchaser under this Section 6.1(a).
Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable gas contracts, and all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Land or the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time, regardless of whether any such well or facility was listed on any exhibit hereto, and regardless of whether any such obligation arises from the failure of Seller to properly or timely plug and abandon any such well or facility) and restore the surface of the Land and the Leases in accordance with applicable lease or other agreements and governmental (including environmental) laws, orders and regulations, and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, or other financial assurances, if any, required to effectuate the assumption of such obligations.
Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable gas contracts, and all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time) and restore the surface of the Leases in accordance with and to the extent required under applicable lease or other agreements and governmental (including environmental) laws, orders and regulations, and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, or other financial assurances, if any, required to effectuate the assumption of such obligations.
Assumption of Certain Liabilities and Obligations by Purchaser. Except as otherwise provided in Section 4.2 hereof, from and after the Closing Date, Purchaser shall, without any further responsibility or liability of, or recourse to, Sellers, or any of their respective directors, shareholders, officers, employees, agents, consultants, representatives, Affiliates, successors or assigns, absolutely and irrevocably assume and be liable and solely responsible for the following liabilities, claims, obligations, costs and expenses of any kind or nature whatsoever, whether arising before or after the Closing and whether known or unknown, fixed or contingent, matured or unmatured ("Liabilities"), arising out of or relating to:
Assumption of Certain Liabilities and Obligations by Purchaser. Upon, from and after the Closing Date, and except for the Excluded Liabilities (defined below), Purchaser shall, without any further responsibility or liability of, or recourse to, Seller, or any of its directors, shareholders, officers, employees, agents, consultants, representatives, affiliates, successors, or assigns, absolutely and irrevocably assume, promise to pay, and be liable and responsible solely for the following liabilities and obligations of Seller (the "ASSUMED LIABILITIES"):
Assumption of Certain Liabilities and Obligations by Purchaser. If the Closing occurs, (a) Purchaser assumes all obligations that are attributable to the Assets on or after the Effective Time including, but not limited to, any obligation for make-up gas according to the terms and conditions of the applicable Product Sales and Transportation Agreements and Operating Agreements; all obligations to properly plug and abandon all xxxxx, pipelines and other facilities now or thereafter located on the Leases (regardless of whether any such obligation to plug and abandon is attributable to periods of time prior to or after the Effective Time) and to restore the surface of the Leases and the Lands in accordance with applicable lease or other agreements and governmental (including environmental) laws, orders and regulations; and (b) Purchaser agrees to execute and deliver any specific assumption agreements, bonds, applications, or financial assurances, if any, required to effectuate the assumption of such obligations. Provided however, that Purchaser does not assume any obligations or liabilities of Seller attributable to the Assets to the extent such obligations or liabilities consist of the following:
Assumption of Certain Liabilities and Obligations by Purchaser. 21 Section 6.2 Indemnification by Purchaser 21 Section 6.3 Indemnification by Seller 22
