Common use of Assumption of Obligations by Buyer Clause in Contracts

Assumption of Obligations by Buyer. Without limiting or otherwise affecting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Title 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 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 the P&A Obligations, Environmental Conditions and all other obligations and Liabilities relating in any manner to the use, ownership or operation of the Assets, including but not limited to obligations to (a) furnish makeup gas and/or settle 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 revenues or proceeds attributable to sales of Hydrocarbons relating to the Properties, (c) properly plug and abandon any and all Wxxxx, including inactive Wxxxx or temporarily abandoned Wxxxx, drilled on the Properties or otherwise pursuant to the Assets, (d) replug any Well, Wellbore or previously plugged Well on the Properties to the extent required or necessary, (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, (f) clean up, restore and/or remediate the premises covered by or related to the Assets in accordance with applicable agreements and Laws, (g) perform all obligations with respect to any Preferential Purchase Right and consent pertaining to any Asset and the transactions contemplated hereby that are not fully resolved prior to Closing and (h) perform all obligations applicable to or imposed on the lessee or owner under the Leases and the Applicable Contracts, or as required by Laws; and (all of said obligations and Liabilities referenced in this Section 13.1, subject to the exclusions below, are herein referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of Seller to the extent that they are:

Assumption of Obligations by Buyer. Without limiting or otherwise affecting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Title Indemnity Agreement, from and after Effective as of the Closing, but subject to Section 13.2, 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 the P&A Obligations, Environmental Conditions environmental conditions and all other obligations and Liabilities relating in any manner to the conduct of the Business or the use, ownership or operation of the Assets, including but not limited to obligations to (a) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (b) pay working interestsWorking Interests, royalties, overriding royalties and other interest, owners revenues or proceeds attributable to sales of Hydrocarbons relating to the Properties, (c) properly plug and abandon any and all WxxxxXxxxx, including inactive Wxxxx Xxxxx or temporarily abandoned WxxxxXxxxx, drilled on the Properties or otherwise pursuant to the Assets, (d) replug any Well, Wellbore or previously plugged Well on the Properties to the extent required or necessary, (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, (f) clean up, restore and/or remediate the premises covered by or related to the Assets in accordance with applicable agreements and Laws, Laws and (g) perform all obligations with respect to any Preferential Purchase Right and consent pertaining to any Asset and the transactions contemplated hereby that are not fully resolved prior to Closing and (h) perform all obligations applicable to or imposed on the lessee or owner under the Leases and the Applicable Contracts, or as required by Laws; and Laws (all of said obligations and Liabilities referenced in this Section 13.1, subject to the exclusions below, are herein referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of Seller to the extent that they are:.

Assumption of Obligations by Buyer. Without limiting or otherwise affecting Buyer’s rights to indemnity under this Article XIII and Buyer’s rights under any Title Indemnity Agreement, from and after the Closing, Buyer assumes all duties, -------------------------------------- liabilities, and hereby agrees obligations of Seller to fulfilleach Existing Client, performco-employee, pay governmental authority, 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, other third party accruing on or after the Effective TimeDate, liabilities accruing prior to effective date but limited to those specifically identified on the attached Exhibit 1, and to pay all employment taxes and to perform all obligations under all applicable Client Agreements (collectively, the "Assumed Liabilities"). Buyer shall defend, indemnify and hold Seller harmless from and against any and all loss, liability, cost, claims, and expenses (including but not limited to attorneys fees) which directly or indirectly, either in whole or in part, arises out of or is related to any of the P&A ObligationsAssumed Liabilities. Seller retains exclusive responsibility for all duties, Environmental Conditions liabilities and obligations of Seller which accrued prior to the Effective Date of this agreement, except as those assumed by Buyer noted on Exhibit 1, and as specifically provided for in this paragraph,.(collectively, the "Retained Liabilities"). Seller shall defend, indemnify and hold Buyer harmless from and against any and all other obligations loss, liability, cost, claims, and Liabilities relating in any manner to the use, ownership or operation of the Assets, expenses (including but not limited to obligations attorneys fees) which directly or indirectly, either in whole or in part, arises out of or is related to (a) furnish makeup gas and/or settle Imbalances according any of the Retained Liabilities. Buyer does, as part of this agreement, assume up to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (b) pay working interests, royalties, overriding royalties and other interest, owners revenues or proceeds attributable to sales of Hydrocarbons relating to the Properties, (c) properly plug and abandon any and all Wxxxx$2,000,000 in liabilities, including inactive Wxxxx or temporarily abandoned Wxxxx, drilled on those identified in Exhibit 1 and the Properties or otherwise pursuant liabilities related to the Assets, (d) replug any Well, Wellbore or previously plugged Well on the Properties provider claims. The liabilities related to provider claims will be offset to the extent required of any insurance coverage in force and applied to liquidate such liabilities under or necessary, (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, (f) clean up, restore and/or remediate the premises covered by or related to the Assets in accordance with applicable agreements and Laws, (g) perform all obligations with respect to any Preferential Purchase Right and consent pertaining to any Asset and the transactions contemplated hereby that are not fully resolved prior to Closing and (h) perform all obligations applicable to or imposed on the lessee or owner under the Leases and the Applicable Seller Contracts, or as required by Laws; and (all of said obligations and Liabilities referenced in this Section 13.1, subject to the exclusions below, are herein referred to as the “Assumed Obligations”); provided. Additionally, Buyer does not shall utilize up to $10,000 per month of gross profits derived from the contracts purchased under this agreement for legal fees associated with settling past disputes. Further, Buyer will assume any obligations or Liabilities responsibility for the settlement of Seller to the extent that they are:leases as identified in Exhibit 2.

Assumption of Obligations by Buyer. Without limiting or otherwise affecting Buyer’s rights Subject to indemnity under this Article XIII and Buyer’s rights under any Title Indemnity AgreementSection 14.2, 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) (i) 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 the P&A Obligations, Environmental Conditions and all other obligations and Liabilities relating in any manner to the conduct of the Business or the use, ownership or operation of the Assets, including but not limited to obligations to (a) furnish makeup gas and/or settle Imbalances according to the terms of applicable gas sales, processing, gathering or transportation Contracts, and (b) pay working interestsWorking Interests, royalties, overriding royalties and other interest, owners revenues or proceeds attributable to sales of Hydrocarbons relating to the Properties, (c) properly plug and abandon any and all WxxxxXxxxx, including inactive Wxxxx Xxxxx or temporarily abandoned WxxxxXxxxx, drilled on the Properties or otherwise pursuant to the Assets, (d) replug any Well, Wellbore or previously plugged Well on the Properties to the extent required or necessary, (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, (f) clean up, restore and/or remediate the premises covered by or related to the Assets in accordance with applicable agreements and Laws, (g) perform all obligations with respect to any Preferential Purchase Preference Right and consent pertaining to any Asset for any transaction occurring in respect of such Assets on and after the transactions contemplated hereby that are not fully resolved prior to Closing and (h) perform all obligations applicable to or imposed on the lessee or owner under the Leases and the Applicable Contracts, or as required by Laws; Laws and (ii) all obligations under the Chevron Agreement (all of said obligations and Liabilities referenced in this Section 13.1, subject to the exclusions below, are herein referred to as the “Assumed Obligations”); provided, Buyer does not assume any obligations or Liabilities of Seller to the extent that they are:are attributable to or arise out of any matter disclosed on Schedule 5.5 or the ownership, use or operation of the Excluded Assets.