Assumption of Obligations and Indemnities of Buyer. (a) As of the Closing Date, Buyer agrees to assume and perform (except to the extent expressly retained by Seller under Section 10(a) (iii) hereof) any and all of the liabilities and obligations or alleged or threatened liabilities and obligations of Seller that pertain to the ownership and operation of the Interests (i) that relate to periods after the Effective Time and arise under the Trust Agreement or the Nets Profits Conveyance; (ii) that relate to periods after the Effective Time and that arise under the existing oil and gas leases, assignments, deeds, operating agreements, leases, permits, rights-of-way, licenses, easements, options, orders, gas purchase contracts, product purchase and sale agreements, gas gathering agreements, gas processing agreements, or any other agreements or contracts attributable to, affecting, or otherwise relating to the Interests, including, but not limited to, any and all liabilities and obligations to pay and deliver royalties, overriding royalties, non-participating royalties, payments due under the Net Profits Conveyance, and other burdens on production, (iii) except as otherwise provided in Section 14 hereof, in connection with or arising out of balancing of overproduction or underproduction from the Interests whether relating to periods before or after the Effective Time, (iv) that relate to Environmental Claims, to the extent the aggregate cost to remediate, correct or satisfy such Environmental Claims does not exceed TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000), net to Seller's interest in the affected Interests, and (v) for any violation of Environmental Laws waived pursuant to Section 13 hereof. As of the Closing Date, Buyer agrees to assume and perform any and all of the liabilities and obligations or alleged or threatened liabilities and obligations of BRI that relate to periods after the Effective Time and arise under the Trust Agreement or the Administrative Services Agreement. Additionally, as of the Closing Date, Buyer agrees to assume and perform any and all liabilities and obligations to comply with all laws and governmental regulations with respect to the Interests, including, but not limited to, the lawful plugging and abandonment of oil and gas wellx xxx the restoration of the surface of the land, or any governmental request or other requirement to abandon any pipeline or facility or take any clean-up, remedial or other action with respect to the Interests, relating to events which occur after the Ef...
Assumption of Obligations and Indemnities of Buyer. Buyer shall assume, as of the Closing Date, only the contractual obligations of Seller related to the Interests which are set forth in Exhibit “J” attached hereto (the “Assumed Liabilities”). Buyer shall, to the fullest extent permitted by law, protect, defend, indemnify and hold Seller and its directors, officers, employees, agents and representatives of each of them, harmless from and against any and all claims, losses, damages, costs, expenses, diminutions in value, suits, causes of action or judgments of any kind or character with respect to any and all of the Assumed Liabilities including, but not limited to, any interest, penalty and any attorneys’ fees and other costs and expenses incurred in connection with investigating or defending any claims or actions, whether or not resulting in any liability, attributable to or arising out of (i) Buyer’s ownership or operation of the Interests subsequent to the Closing Date, and (ii) the breach by Buyer of the covenants, representations and/or warranties contained herein.
Assumption of Obligations and Indemnities of Buyer. Buyer shall assume, as of the Effective Time, all contractual obligations of Seller related to the Interests which are recorded or were disclosed by Seller to Buyer in the Records, including without limitation, Seller's obligations under Quit Claim and Release dated _________ ___, 1998, between Midwestern Gas Transmission Company and Xxxxxx Oil, Inc.; provided, however, Buyer shall not assume any obligation of Seller to pay for another party's debts, expenses or costs incurred prior to the Effective Time owed to an operator of an Interest pursuant to the terms of an Operating Agreement applicable to any of the Interests, or any agreement or obligation claimed as a Title Defect. Buyer shall, to the fullest extent permitted by law, protect, defend, indemnify and hold Seller and its directors, officers, employees, agents and representatives of each of them, harmless from and against any and all claims, losses, damages, costs, expenses, diminutions in value, suits, causes of action or judgments of any kind or character with respect to any and all liabilities and obligations or alleged or threatened liabilities and obligations, including, but not limited to, any interest, penalty and any attorneys' fees and other costs and
Assumption of Obligations and Indemnities of Buyer
