Buyer’s Assumed Obligations. Provided that the Closing occurs, except to the extent Sellers have an indemnity obligation under Section 12.04 and except for the Retained Obligations, Buyer hereby assumes its proportionate share of all duties, obligations and liabilities of every kind and character related, applicable or attributable to the ownership or operation of Buyer’s interest in the Assets from and after the Effective Time (collectively, the “Assumed Obligations”).
Buyer’s Assumed Obligations. With effect from the TRANSFER DATE, BUYER assumes all duties and obligations of ownership of the PROPERTY and will release and INDEMNIFY COMPANY GROUP from any LIABILITIES therefore (WHETHER OR NOT ARISING FROM NEGLIGENCE OR OTHER FAULT), including:
(i) compliance with APPLICABLE LAWS and the procurement and maintenance of all permits and bonds required by governmental authorities related to the PROPERTY; and
(ii) any actions required to safely own, operate or maintain the PROPERTY.
Buyer’s Assumed Obligations. Buyer hereby agrees to assume, pay and discharge, when due, the following Liabilities related to the Purchased Business and the Purchased Assets (such assumed Liabilities being referred to as the “Assumed Obligations”):
(a) all Liabilities (other than Environmental Liabilities) under the Assumed Contracts (including the leases associated with the Transferred Leased Real Property), and all Liabilities under the Transferred Permits, in each case, to the extent relating to or arising from events, facts or circumstances arising or occurring following the Effective Time;
(b) all Liabilities (other than Environmental Liabilities) associated with the Purchased Assets or Purchased Business to the extent relating to or arising from events, facts or circumstances arising or occurring following the Effective Time;
(c) all Environmental Liabilities relating to or arising from the ownership, operation or use of the Purchased Assets or Purchased Business at the Transferred Real Property, in each case arising from events, facts or circumstances arising or occurring before the Effective Time, except to the extent the same are Retained Liabilities as set forth in Section 2.5(e), (g) or (h);
(d) all Environmental Liabilities arising from Buyer’s operation or use of the Purchased Assets or Purchased Business to the extent relating to or arising from events, facts or circumstances arising or occurring after the Effective Time;
(e) the employment-related Liabilities assumed by or allocated to Buyer pursuant to Section 8.4; and
(f) the Liabilities for Taxes allocated to Buyer pursuant to Article IX.
Buyer’s Assumed Obligations. Buyer covenants and agrees to assume at =========================== Closing and discharge following the Closing all of the unperformed duties of the Seller accruing under the leases and the Agreements listed in Schedules 1.1.2 and 1.1.4 and under all advertising contracts for the sale of time for cash on the Station, but only to the extent that such duties accrue after the Closing date based on the operation of the Station by Buyer following the Closing Date. Barter obligations shall be assumed by Buyer up to Five Thousand Dollars ($5,000.00) in the aggregate.
Buyer’s Assumed Obligations. Buyer covenants and agrees to assume at Closing and discharge following the Closing all of the unperformed duties of the Seller accruing after the Closing Date under the Assumed Obligations. Buyer shall assume such unperformed duties of Seller only to the extent that such duties accrue after on or after Closing based on the operation of the Station after the Closing Date. Except as specifically assumed by Buyer in this Agreement, Buyer is not agreeing to, and shall not, assume any other liability, obligation, undertaking, expense or agreement of Seller of any kind, absolute or contingent, known or unknown, and the execution and performance of this Agreement shall not render Buyer liable for any such liability, obligation, undertaking, expense or agreement ("Excluded Obligations").
Buyer’s Assumed Obligations. Provided that the Closing occurs, Buyer hereby assumes all duties, obligations, Claims and Liabilities of every kind and character with respect to the Assets or the ownership or operation thereof (other than the Retained Obligations), whether attributable to periods before or after the Effective Time, including, without limitation, those arising out of (a) the terms of the Surface Agreements, Contracts, Leases or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) suspense accounts, (d) ad valorem, property, severance and other similar taxes or assessments based upon or measured by the ownership of the Assets or the production therefrom, (e) the condition of the Assets, regardless of whether such condition arose before or after the Effective Time, (f) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines and other facilities, equipment or other personal property or fixtures comprising part of the Assets, (g) obligations to restore the surface of the Assets and obligations to bring the Assets into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Assets), regardless of whether such obligations or conditions or events giving rise to such obligations, arose, occurred or accrued before or after the Effective Time, (h) any other duty, obligation, event, condition or liability assumed by Buyer under the terms of this Agreement, (i) alleged Title Defects and Environmental Defects that are deemed to constitute Assumed Obligations under Article IV, and (j) the obligations and liabilities described in Section 17.01(a) to the extent Buyer does not provide Seller with written notice claiming indemnification therefor within one (1) year of the Closing (collectively, the “Assumed Obligations”).
Buyer’s Assumed Obligations. Buyer hereby assumes those obligations set forth in detail in Exhibit C to this Agreement (the "ASSUMED OBLIGATIONS"). Buyer shall assume no liabilities, whether contingent or otherwise, and shall not be obligated to pay any liability of Seller other than the Assumed Obligations.
Buyer’s Assumed Obligations. Buyer shall assume all risk and loss with respect to and any change in the condition of the Assets from the date of this Agreement until Closing for production of Hydrocarbons through normal depletion (including the watering-out or sand infiltration of any well) and the depreciation of personal property through ordinary wear and tear. Upon and after Closing Buyer shall own the Assets, together with all the rights, duties, obligations, and liabilities, including the Assumed Obligations, related thereto, whether attributable to the period before or after the Effective Time, and Buyer's indemnity obligations hereunder. Upon Closing, Buyer agrees to assume and pay, perform, fulfill and discharge all Assumed Obligations.
Buyer’s Assumed Obligations. Provided that the Closing occurs, except to the extent Seller has an indemnity obligation under Section 12.04 and except for the Retained Obligations, Buyer hereby assumes all duties, obligations and liabilities of every kind and character with respect to the Assets or the ownership or operation thereof, whether attributable to periods before or after the Effective Time, including, without limitation, those arising out of (a) the terms of the Easements, Contracts, Leases or Subject Interests comprising part of the Assets, (b) Gas Imbalances, (c) the Suspense Accounts, and any fines, penalties or interest due with respect thereto solely for periods after the Effective Time; (d) the physical condition of the Assets, regardless of whether such condition arose before or after the Effective Time; (e) obligations to properly plug and abandon or re-plug or re-abandon or remove xxxxx, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Assets; (f) obligations to restore the surface of the Subject Interests and obligations to bring the Subject Interests into compliance with applicable Environmental Laws (including conducting any remediation activities that may be required on or otherwise in connection with activities on the Subject Interests); and (g) any other duty, obligation, event, condition or liability expressly assumed by Buyer under the terms of this Agreement (collectively, the “Assumed Obligations”).
Buyer’s Assumed Obligations. Except as specifically assumed by Buyer in this Agreement, Buyer is not agreeing to, and shall not, assume any liability, obligation, undertaking, expense or agreement of Seller of any kind, absolute or contingent, known or unknown, and the execution and performance of this Agreement shall not render Buyer liable for any such liability, obligation, undertaking, expense or agreement. With respect to any of Seller’s obligations, following Closing, Buyer only shall be obligated and discharge unperformed duties of the Seller to the extent they specifically are assumed by Buyer, and even then, only to the extent such duties or obligations first accrue after the Closing Date.
